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

B. Muthuraman - Chairman (retired w.e.f. 26th September, 2014) Gopal Krishna Pillai (Appointed as Additional Director and Chairman w.e.f. 25th September, 2014) H. S. Vachha Piyush G. Mankad Arun K. Vora Noel Tata - Managing Director R. Mukundan Ravi Pisharody Sandhya Kudtarkar (Appointed as Additional Director w.e.f. 23rd March, 2015)

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

LEGAL ADVISORS Mulla and Mulla and Craigie, Blunt and Caroe

AUDITORS Deloitte Haskins & Sells LLP

BANKERS State Bank of India Standard Chartered Bank ICICI Bank Hong Kong and Shanghai Banking Corporation Ltd. BNP Paribas

1 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

2 CONTENTS

Page No.(s)

Year in Brief ...... 4

Directors’ Report...... 5-18

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

Auditors’ Report ...... 48-49

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

Balance Sheet...... 52

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

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

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

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

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

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YEAR IN BRIEF

2014-15 2013-14 (` Lakhs) (` Lakhs) TURNOVER 1,51,622 1,35,234 EXPORTS 1,03,845 91,107 DOMESTIC 47,777 44,127 GROSS REVENUE 1,64,948 1,50,750 PROFIT/(LOSS) BEFORE TAX 664 1,844 PROFIT/(LOSS) AFTER TAX 439 1,817 DIVIDEND 401 401 TAX ON DISTRIBUTED PROFITS 60 - TRANSFER TO DEBENTRUE REDEMPTION RESERVE 1,225 3,267 RETAINED EARNINGS (1,247) (1,851) FIXED ASSETS GROSS 26,066 27,320 NET 8,180 12,089 SHARE CAPITAL 4,010 4,010 RESERVES & SURPLUS 45,594 45,799 BORROWINGS 60,559 64,720 CAPITAL EMPLOYED 1,10,163 1,14,529

Rupees Rupees EARNINGS PER SHARE 109 453 NET WORTH PER SHARE 12,370 12,421

Ratio Ratio DEBT : EQUITY 1.22:1 1.3:1

4 DIRECTORS’ REPORT

TO THE MEMBERS,

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

FINANCIAL RESULTS:

Stand-alone (` Lakhs) Consolidated (` Lakhs) 2014-15 2013-14 2014-15 2013-14 Turnover 151573 134996 1348778 1044971 Profit / (Loss) before exceptional items and Tax (5661) 2072 (17170) (6339) Exceptional items 6325 699 10678 1676 Profit before Tax 664 2771 (6492) (4663) Taxes 225 222 5838 4753 Profit from continuing Operations 439 2549 (12330) (9416) Loss from Discontinuing operations - (732) - (732) Profit / (Loss) for the year before minority interest 439 1817 (12330) (10148) and share of profit / (loss) of associates Minority Interest - - (614) 519 Share of Profit / (loss) of associates - - 171 (37) Profit / ( loss) for the year 439 1817 (12773) (9666) Add : Balance brought forward from Previous Year 12476 14327 44195 56623 Less: WDV of Assets who’s life has expired 183 - 277 - The amount available for appropriation is 12732 16144 31145 46957 The appropriations are as follows: Proposed Dividend [including Tax on Distributed Profits:` 59.63(Previous Year: ` NIL)] 461 401 634 575 Transfer to Debenture Redemption Reserve 1225 3267 1225 3267 Transfer to General Reserve - - 30 152 Distribution on unsecured perpetual securities - - 1815 - Add: Recoupment of minority interst of ealier years - - - 1217 Add: Transfer from Capital Reserve - - - 15 Leaving to be carried forward a balance of 11046 12476 27441 44195

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

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

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

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

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

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

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

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

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

FOREIGN TRADE POLICY- Vision and Goals India announced recently its Foreign Trade Policy. The vision is to make India a significant participant in world trade by 2020 and to enable it to assume a position of leadership in the international trade discourse. For this it has set a goal of attaining an export target (merchandise and services) of $900 bn by 2019-20 from $465.9bn in 2013-14 which would raise India’s share in world exports to 3.5% from 2%. The FTP seeks to achieve the following objectives: 1. To provide a stable and sustainable policy environment for foreign trade in goods and services. 2. Serve as an important policy link for GoI’s objectives of ‘Make in India’, ‘Digital India’ and ‘Skills India’ to create an ‘Export Promotion Mission’ while emphasizing the Ease of doing business. 3. To promote export diversification of Indian exports by extending help to various sectors of the Indian economy to gain global competitiveness with a view to promote exports 4. To create an architecture for India’s global trade engagement with a view to expand its markets and better integrate with major regions, thereby increasing the demand for India’s products and contribute to the ‘Make in India’ initiative. To provide for a mechanism for regular appraisal in order to rationalize imports and reduce the trade imbalance.

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

TRANSFER TO RESERVES The appropriations for the year are: (` lakhs) Net Profit for the year 439 Balance of Reserve at the beginning of the year 12476 Transfer to General Reserve - Balance of Reserve at the end of the year 11046

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

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

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

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

b) Footwear Business During the year, Footwear Business achieved new milestones in process improvements through a focused approach. All units increased volumes and brought in new customers to enhance the product mix. The Dewas unit crossed the production milestone of 5,000 pairs a day. This resulted in a production growth of 31% and turnover growth of 11% for the year. The Chennai Units increased the production by 25% and turnover by 20%. Unit 3 at Chennai also started operations in the second shift in order to improve the production capacity utilization. Going forward, the Business has strong plans to increase the volumes with existing customers and develop relationships with new customers in the US market in order to broad base client base. Plans have also been put in place to increase production in each of the Units through better utilization of existing capacity. This strong growth plan supported by Government’s increased focus on manufacturing sector and skill development is expected to enhance the performance of the division in the coming year.

c) Distribution Business The Distribution Vertical achieved a turnover of USD 352 Mn (Rs. 2,147 crores) during the year vs. USD 377 Mn (` 2,300 Crores) during 2013-14. During the year, the East Africa operations and Mozambique achieved growth in Automobile sector as well as Non-Auto business. During the year, operations in Kenya, Tanzania, Uganda and Mozambique met their expectations whilst Nigeria, Ghana and Zambia declined due to very significant currency movements against the US dollar which resulted in a drop in demand and significant mark-to-market exposures for the company which were booked last year. The company has acquired a majority stake in Unitech Motors, Senegal thereby integrating the distribution and after-sales operations into a single entity which will provide a more focused approach to this market. The Jaguar Land Rover businesses in Zambia and Ghana are still at a nascent stage of development. Both businesses suffered from extremely difficult economic conditions in their respective countries. The company continues to represent John Deere, a global leader in farm equipment in Kenya and Nigeria. During the year, work commenced on a brand new facility for sales and service in Nakuru and work on another facility in Narok is underway. Both these facilities will enable us to provide a high standard of sales and service to the farming community in those areas.

8 In Nigeria, the company established a sales and service outlet in Lagos. In order to increase the John Deere footprint in Nigeria, work has started on a 3S facility in Enugu. The product has received an enthusiastic response in Nigeria, both in Retail and Institutional markets. The Non-Auto distribution business covering Healthcare, Chemicals and Agricultural products is being stabilized with teams in Tanzania, Kenya, Uganda, Mozambique and Nigeria. The Vertical continues to explore new markets in Sub-Saharan Africa whilst seeking to continuously widen its product portfolio. d) Metals Vertical (i) Steel Trading Business: During the year the global steel trading operations exceeded its volume targets, which translated to 40% growth on a y-o-y basis. The Division generated a turnover in excess of ` 5,000 Crores (US$ 860 Mio) globally on the back of good performances in the Americas, Middle East and Africa. A new partnership with a US based Steel trading Company commenced during Q4 and is expected to add to volumes and profitability in FY16. The division also intends to focus on flat-rolled products as part of its portfolio enhancement program in the coming year. A notable success during the year was the increase in the division’s market share for billets in the Middle East and Africa to 70% of the market. On the other hand unfortunately, falling steel prices and consequent price negotiations/order cancellations eroded margins across regions. The division also embarked on a focused sourcing strategy in an attempt to build larger relationships with a smaller number of key suppliers across the world.

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

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

(iv) Metallics and Rolls – The Division registered growth in volumes & turnover across all product segments except Rolls vis-à-vis FY14. In FY16, the thrust for the division would be to identify new product lines going forward. e) Minerals Business The Minerals Business Vertical achieved a turnover more than ` 2,000 Crores during the year registering a growth of 100% by shipping 1 Mn MT in every quarter of the year against a total of 2.2 Mn MT in the previous year, with a commensurate increase in profits. During the year, the division established its back-office operations in India in order to support the aggressive growth plans of the business. Going forward, the division would increase its focus on domestic logistics which could add values to its customers in India. f) Agricultural Trading Business Focus on Myanmar has enabled the agricultural trading business in Asia substantially increase volumes over previous year. During the year, the division has increased its presence in Thailand, China and Vietnam in various products like rice, pulses, sesame and beans. In FY 16, the division plans to set up sourcing markets like Canada and include new products in its portfolio.

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JOINT VENTURES

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

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

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

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

EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure A. NUMBER OF MEETINGS OF THE BOARD The Board met ten times in the financial year viz., on 09.04.2014, 17.05.2014, 27.05.2014, 19.07.2014, 25.09.2014, 21.10.2014, 05.12.2014, 24.01.2015, 14.02.2015 and 11.03.2015. The maximum interval between any two meetings did not exceed 120 days

DIRECTORS’ RESPONSIBILITY STATEMENT Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s) and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2014-15. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: i. in the preparation of the annual accounts for financial year ended 31st March, 2015 the applicable accounting standards had been followed and there were no material departures; ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit and loss of the Company for that period; iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

10 iv. the Directors have prepared the Annual Accounts for financial year ended March 31, 2015 on a ‘going concern’ basis; v. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal controls in the Company, its compliance with operating systems, accounting procedures and policies at all company locations and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

BOARD’S INDEPENDENCE The Independent Directors have submitted declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub section (6). The following Non-Executive Directors are Independent in terms Section 149(6) of the Companies Act, 2013:- 1. Mr. Piyush Gunwantrai Mankad 2. Dr. Homiar Sorabji Vachha 3. Mr. Arun Kumar Vora

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

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The terms of reference of the Committee inter alia, include the following: • Succession planning of the Board of Directors and Senior Management Employees; • Identifying and selecting candidates for appointment as Directors / Independent Directors based on certain laid down criteria. Among other things the following attributes are considered by the Committee during the selection process: o Professional qualifications and their relevance to the Company and its business o Domain Knowledge and expertise o Knowledge of Industry o Functional expertise in various fields like finance, legal, etc. o Overall experience which should be at least 20 years • Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions; • Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration; • Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

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

Name of the Category Attendance at the Nomination and Remuneration Committee Meetings held on Member 19th Jul, 2014 19th Aug,2014 25th Sep, 2014 5th Dec, 2014 11th March, 2015 Dr. H S Vachha Non - Present Present Present Present Present (Chairman) Executive/ Independent Mr. B Non Present Present Present NA NA Muthuraman Executive (Member) Mr. P G Mankad Non- Present Present Present Present Present (Member) Executive/ Independent Mr. G K Pillai Non NA NA NA Present Present (Member) Executive

AUDIT COMMITTEE The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company’s established systems and processes for internal financial controls, governance and reviewing the Company’s statutory and internal audit activities. The Board has constituted a well-qualified Audit Committee. All the members of the Committee are Non-Executive Directors with majority of them are Independent Directors including Chairman. They possess sound knowledge on accounts, audit, finance, taxation, internal controls etc.

12 The terms of reference of the Committee inter alia, include the following: • Review the scope of the Statutory Auditors, the annual audit plan and the Internal Audit Plan with a view to ensure adequate coverage • Examination of the financial statement and the auditors’ report thereon • Review the significant audit findings from the statutory and internal audits carried out, the recommendations and Management’s response thereto • Review and recommend to the Board the appointment/re-appointment of the Statutory Auditors considering their independence and effectiveness and their replacement and removal. • To recommend to the Board the remuneration of the Statutory Auditors • To discuss with the Statutory Auditors any significant difficulties encountered during the course of the Audit • Approval or any subsequent modification of transactions of the company with related parties • Scrutiny of inter-corporate loans and investments • Valuation of undertakings or assets of the company, wherever it is necessary • Evaluation of internal financial controls and risk management systems The composition of the Audit Committee as on March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under:

Name of the Category Attendance at the Audit Committee Meetings held on Member

26th 14th 19th 19th 2th 4th 30th May, 2014 June, 2014 June, 2014 July, 2014 Sep,2014 Dec,2014 Jan, 2015

Dr.HS Vachha Non Exec/ Present Present Present Present Present Present Present (Chairman) Independent

Mr.PG Mankad Non Present Present Present Present Present Present Present (Member) Executive/ Independent

Mr. R Non Executive NA NA NA NA NA Present Leave of Pisharody Absence (Appointed as Member on 25.09.2014)

COMMENTS ON AUDITORS’ REPORT

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

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: The Company has provided following loans and guarantees and made following investments pursuant to Section 186 of the Companies Act, 2013:

Name of the entity Relation Amount ` ( in Lacs) Particulars of loans, Purpose for which guarantees and the loan, guarantee investments and investment are proposed to be utilized Tata International GST Associate Company 63 Acquisition of Equity Subscription to AutoLeather Limited (Joint Venture) Shares Equity Capital of the Company as agreed under the Joint Venture Agreement Tata West Asia FZE Subsidiary 525 Acquisition of Equity Existing Loan to the Shares Company converted into Equity Shares The Bank of New York Trustee for Debenture Corporate Guarantee Security for Debenture Mellon Holder Holders

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

HUMAN RESOURCES During the year, the focus in Human Resources has been on reviewing the organization structure which marks a significant shift from the erstwhile geographic to a vertical structure, in order to bring in higher business and customer focus has been accomplished across all the Company’s global businesses. The maiden organization-wide Employee Engagement Survey (YourViews) was successfully implemented in 2014, with participation of nearly 90% of managerial and non-managerial employees sharing their views on the key levers of employee engagement. The action plans from the survey are being monitored and reviewed on a periodic basis. There has been a significant increase in Learning and Development activities for employees in India and initial footsteps into international locations by external training programs, use of alternate development mediums such as Coaching and 360 degree feedback. Establishing, deploying, measuring and reviewing key people processes have been initiated in line with the

14 Tata Business Excellence Model. A project on automating delivery of these processes has also been initiated, where an HR ERP has been identified for deployment. The HR organization structure has been re-looked with focus on improving the quality of people processes in the Distribution vertical. As of 31st March 2015, the Company had 3,753 permanent employees.

CORPORATE GOVERNANCE During the year, the Board of Directors convened ten meetings. The Audit Committee held seven Meetings. The Executive- cum-Investment Committee of the Board met four times during the year. The Nomination / Remuneration Committee held five meetings during the year. The Company reviews its Corporate Governance process on an ongoing basis. In order to achieve greater cohesiveness with its overseas subsidiaries, the Company has put in place a structured Governance process in terms of reporting / accountability and submission of financial and non-financial information. The Company has also revisited its Standard Operating Procedures for its various operations and has taken steps to strengthen its Risk Management process in keeping with the changes in the external environment and business needs.

CORPORATE SOCIAL RESPONSIBILITY AND AFFIRMATIVE ACTION The Company has constituted a Corporate Social Responsibility Committee as per the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility Committee comprises of the following Board members: 1. Mr. P.G. Mankad 2. Mr. R. Mukundan 3. Mr. N. N. Tata The Company has framed a CSR policy in compliance with the provisions of the Companies Act, 2013 and the same is attached to this report as Annexure C. The Company acknowledges its obligation towards the environment and the communities in which it operates. During the 2014 Affirmative Action Assessment of the Company, the Assessors and the Jury identified the ‘Nav Chetna’ initiative of creating and empowering self-help groups and artisans initiated by Footwear. Division, Dewas as a promising practice in creating employability of Dalit women. As a result of key initiatives in local communities, specifically in Dewas and Chennai, the Company progressed to a higher band of 451-475 in the Affirmative Action assessment undertaken by the Tata Affirmative Action Program (TAAP) and was recognised in the area of “Employability” as a promising practice .

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

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

TATA CODE OF CONDUCT The Company being a signatory to the Brand Equity Business Promotion (BEBP) agreement with Tata Sons Limited abides by the Tata Code of Conduct (TCOC). The Code has been shared with the employees. TCOC awareness is also a part of the induction process for all employees. Translations of the Code in local languages are also circulated to employees in Dewas, Chennai and in Hong Kong / China regions, as well as in Brazil. TCOC awareness sessions are also conducted for the benefit of employees of associate companies.

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

DIRECTORS Mr. B Muthuraman retired from the Board of Directors of the Company with effect from 26th September, 2014 in accordance with the Tata Group Retirement Guidelines. The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) appointed Mr. Gopal Krishna Pillai as Additional Director from 25th September, 2014 and also as the Chairman of the Board of Directors. The Board also appointed Ms. Sandhya Kudtarkar as an Additional Director w.e.f. 23rd March 2015 and has thus complied with the requirement of appointing a woman director before 31st March 2015.

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

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

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

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

RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL CONTROL SYSTEMS The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

16 ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEE AND THE INDIVIDUAL DIRECTORS The evaluation framework for assessing the performance of Directors comprises of the following key areas: i. Attendance of Board Meetings and Board Committee Meetings ii. Quality of contribution to Board deliberations iii. Strategic perspectives or inputs regarding future growth of Company and its performance iv. Providing perspectives and feedback going beyond information provided by the management v. Commitment to shareholder and other stakeholder interests The evaluation involves Self-Evaluation by the Board Member and subsequen assessment by the Board of Directors. Member of the Board will not participate in the discussion of his / her evaluation. The process of evaluation is given briefly below: a) Every director including the Managing Director fills a Board Evaluation and Self –Assessment Questionnaire b) The NRC will consider (presently by Mr Pillai /Dr Vachha) the consolidated feedback basis the completed Board evaluation and self-evaluation questionnaire submitted to them. c) The Board Chairman /NRC Chairman may meet each director individually to seek feedback/clarifications on the functioning of the Board or any other related issue as he/she may so desire. d) The NRC Chairman will convene a meeting of the independent directors where the feedback basis the questionnaires for the non-independent directors including the evaluation of the MD will be discussed. e) The Board Chairman may provide individual feedback to Independent Directors. The NRC Chairman may provide individual feedback to Board Chairman and non-independent directors including the MD as required.

VIGIL MECHANISM In staying true to our values of Strength, Performance and Passion and in line with our Vision of being one of the most respected companies, it is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Whistle Blower Policy is approved by the Board and placed on the Website of the Company. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Company has also adopted the Tata Code of Conduct and all employees and Directors of the Company are required to affirm their compliance with the same on a continuous basis. The Code provides for appointment of Ethics Counsellors at all locations. Any ethics issue can be escalated to the concerned ethics counsellor. The Company has also revisited its Standard Operating Procedures for its various operations and has taken steps to strengthen its Risk Management process in keeping with the changes in the external environment and business needs. The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has not received any complaint on sexual harassment during the financial year 2014-15.

SECRETARIAL AUDIT REPORT The Board of Directors of the Company has appointed M/s. Makarand M. Joshi & Co; Practising Company Secretary, to conduct the Secretarial Audit and his Report on Company’s Secretarial Audit is appended to this Report as Annexure F. There is one qualification in the Secretarial Audit Report which is reproduced as under : During the audit period, the Company has entered in to contracts or arrangements with related party/parties without

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approval of the Audit Committee and consent of the Board of Directors of the company which is required to obtain under the provisions of Section 177 and Section 188 of the Act. The explanation to the same is given below: Although prior approval was not obtained, the Board of Directors of the Company have approved the Related Party Transactions entered into during 2014-15. Further, the Company would also put up these transactions for approval of its shareholders at the ensuing Annual General Meeting. Going forward the Company has set up a process to seek the approval of the Audit Committee/ Board of Directors/ Shareholders as required in a timely manner on a quarterly basis. ACKNOWLEDGEMENTS The Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

On Behalf Of the Board Of Directors GOPAL KRISHNA PILLAI Chairman Mumbai, 17th June, 2015.

18 ANNEXURE A

Form No. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st March,2015 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION DETAILS OF COMPANY–

1. CIN U51900MH1962PLC012528 2. Registration Date 30/11/1962 3. Name of the Company TATA INTERNATIONAL LIMITED 4. Category/Sub-Category of the Company Limited by Shares/Indian Non-Government Company 5. Address of the Registered office and contact 7th Floor, Trent House, G -Block, Plot No. C-60, details Beside Citi Bank, Bandra Kurla Complex, Bandra (East), Mumbai-400051, Maharashtra EmailID: [email protected] Contact No : 022 6665 2200 6. Whether listed Company (Yes/No) YES, as per Section 2(52) of the Companies Act, 2013 as Debt is Listed. Equity shares are not listed. 7. Name, Address and Contact N.A. details of Registrar and Transfer Agent, if any

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY –

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

Sr. Name and Description of main NIC Code of the Product/Service % to total turnover of the No products / services Company 1 Finished Leather 4107 28.44% 2 Sponge Iron 7203 10.56% 3 Footwear 6403 20.17%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES–

Sr. Name &Address of the CIN/GLN Holding/ % of Applicable No Company Subsidiary shares Section /Associate held 1 Tata Sons Limited U99999MH1917PLC000478 Holding 41.75% 2(46) Bombay House 24 Homi Mody Street, Mumbai – 400 001

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Sr. Name &Address of the CIN/GLN Holding/ % of Applicable No Company Subsidiary shares Section /Associate held 2 Tata Africa Holdings (SA) Foreign Company Subsidiary 89.00% 2(87) (Proprietary) Limited 39 Ferguson Road, c/o Ferguson and Rivonia Roads, Illovo, Johannesburg, 2196, South Africa 3 Tata South-East Asia Limited Foreign Company Subsidiary 100.00% 2(87) 25F, Square Enterprises Ii, Room No. 2506-2508,3 Sheung Yuet Road, Kowloon Bay, Kowloon, Hongkong 4 Tata West Asia FZE Foreign Company Subsidiary 100.00% 2(87) P.o. Box 16980, Zb07, R/A 08, Blue Shed Area, Jebel Ali Free Zone, Dubai, United Arab Emirates

5 Tata Africa Holdings (Ghana) Foreign Company Subsidiary 100.00% 2(87) Limited No.13, Samora Machel Road, Asylum Down, P.o Box Gp 242, Accra Ghana. 6 Tata Africa Holdings (Kenya) Foreign Company Subsidiary 100.00% 2(87) Limited LR No 209/10881/2 Off Mombasa Road Industrial Area, Nairobi 7 Tata Africa Holdings (Tanzania) Foreign Company Subsidiary 100.00% 2(87) Limited Plot No - 1&2 Vingunguti Nyerere Road Po - 40207, Dar-Es-Salaam 8 Tata Africa Services (Nigeria) Foreign Company Subsidiary 100.00% 2(87) Limited 233, Aret Adams House , Ikorodu Road , Iilupeju, Lagos, Nigeria 9 Tata Africa Steel Processors Foreign Company Subsidiary 100.00% 2(87) (Proprietary) Limited 39 Ferguson Road Cnr Ferguson and Rivonia Road Illovo, 2196 Johannesburg, South Africa 10 Tata Automobile Corporation Foreign Company Subsidiary 100.00% 2(87) (SA) (Proprietary) Limited 17 North Reef Road, Activia Park Germiston Johannesburg, South Africa

20 Sr. Name &Address of the CIN/GLN Holding/ % of Applicable No Company Subsidiary shares Section /Associate held 11 Tata Holdings Foreign Company Subsidiary 100.00% 2(87) Mocambique Limitada Av de Mozambique, No 2358, Caixa Postal 758, Maputo, Mozambique 12 Tata De Mocambique Limitada Foreign Company Subsidiary 65.00% 2(87) Av de Mozambique, No 2358, Caixa Postal 758, Maputo, Mozambique 13 Tata Uganda Limited Foreign Company Subsidiary 100.00% 2(87) Plot 47, Jinja Road P.O Box 7153 Kampala Uganda 14 Tata Zambia Limited Foreign Company Subsidiary 100.00% 2(87) 9219,Ben Bella Road, Lusaka, Zambia 16 Tata Zimbabwe (Private) Limited Foreign Company Subsidiary 100.00% 2(87) 94, Simon Mazorodze Road, Corner Beatrice and Hobbs Road, Southerton, HARARE, Zimbabwe 17 Blackwood Hodge Zimbabwe Foreign Company Subsidiary 100.00% 2(87) (Private) Limited Stand 4917, Simon Mazorodze Road, P O Box 1978, Harare, Zimbabwe 18 Cometal, S.A.R.L. Foreign Company Subsidiary 71.00% 2(87) AV. Milagre Mabote No 9 Caixa Postal 758 Maputo Mozambique 19 Pamodzi Hotels Plc Foreign Company Subsidiary 90.00% 2(87) Church Road, Lusaka, Zambia 20 Tata Africa (Senegal) S.A.R.L. Foreign Company Subsidiary 100.00% 2(87) Sacre Couer 3, Villa no 9434,Bis VDN, BP-16612,Dakar Senegal 21 TIL Leather Mauritius Limited Foreign Company Subsidiary 100.00% 2(87) 10th Floor, Raffles Tower, 19, Cybercity, Ebene, Mauritius 22 Bachi Shoes Limited U18209TN1997PLC037515 Subsidiary 75.98% 2(87) No.47 (Old No 14) Thiyagarajapuram, Vellore-632001, Tamil Nadu 23 Euro shoe components Limited U19116TN2005PLC056665 Subsidiary 69.67% 2(87) 478/30-A, Coromandel Road, SIPCOT, Ranipet 632 403, Tamil Nadu 21 INTERNATIONAL Fifty second annual report 2014-2015

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Sr. Name &Address of the CIN/GLN Holding/ % of Applicable No Company Subsidiary shares Section /Associate held 24 Move On Componentese Foreign Company Subsidiary 51.00% 2(87) Calcado,S.A. Rua do Alto da Torre, 100, 3885-436, Esmoriz, Portugal 25 Calsea Footwear Private Limited U19201TN2005PTC057816 Subsidiary 50.91% 2(87) No. B/1, Ground Floor, Yamuna Flats, 16th Street, Nanganallur, Chennai - 600061, Tamil Nadu 26 Drive India Enterprise Solutions U72900MH2000PLC126195 Subsidiary 50.00% 2(87) Limited 7th floor, Kamla Executive Park, Andheri (East), Mumbai – 400 059, Maharashtra 27 Tata International Trading Brasil Foreign Company Subsidiary 99.00% 2(87) Ltda AV. Brigadeiro Faria Lima. 1685. CEP: 01452-916, Sao Paulo, Brasil 28 Tata International Singapore Pte Foreign Company Subsidiary 100.00% 2(87) Limited 22 Tanjong Kling Road, Singapore 29 Monroa Portugal, Comércio E Foreign Company Subsidiary 100.00% 2(87) Serviços, UnipessoalLda Rua do Alto da Torre, 100, 3885-436 Esmoriz - Portugal 30 Move On Retail Spain, S.L. Foreign Company Subsidiary 100.00% 2(87) Calle Juan de la Cierva, 31, 2º B, Elche Parque Empresarial, 03203 Elche Alicante Spain 31 TAHL (Mauritius) Power Projects Foreign Company Subsidiary 100.00% 2(87) Limited 10th Floor, Raffles Tower 19 Cybercity Ebene, Mauritius 32 TAHL (Mauritius) Mining Projects Foreign Company Subsidiary 100.00% 2(87) Limited 10th Floor, Raffles Tower 19 Cybercity Ebene, Mauritius 33 Tata Africa Cote D’ivoire SARL Foreign Company Subsidiary 100.00% 2(87) Immeuble “Grand Siècle”, 2ème étage, Route du Lycée Technique, CocodyDanga, Abidjan, Côte d’Ivoire.

22 Sr. Name &Address of the CIN/GLN Holding/ % of Applicable No Company Subsidiary shares Section /Associate held 34 M’pumalanga Mining Resources Foreign Company Subsidiary 100.00% 2(87) S.A 71, Avenue Victoire RASOAMANARIVO - Antananarivo Madagascar 35 Tata International Metals Foreign Company Subsidiary 100.00% 2(87) (Americas) Ltd 160 Greenstree DR Ste 101 Dover De 19904 United States of America 36 Tata International Metals (Asia) Foreign Company Subsidiary 100.00% 2(87) Limited Unit 6-8, 25th Floor, Enterprise Square Two, 3 Sheung Yuet Road, Kowloon Bay, Kowloon, HK 37 Tata International Metals (UK) Foreign Company Subsidiary 100.00% 2(87) Limited 30 Millbank, London SW1P 4WY UK 38 Tata South East Asia (Cambodia) Foreign Company Subsidiary 100.00% 2(87) Limited 278H National Road, #6A, Kein Klang Village, Sangkat Prek Leap, Khan Russey Keo, Phnom Penh, Kingdom of Cambodia 39 Industrial Steels Limited Foreign Company Subsidiary 100.00% 2(87) 30 Millbank, London SW1P 4WY UK 40 TAH Pharmaceuticals Limited Foreign Company Subsidiary 100.00% 2(87) 233, Aret Adams House , Ikorodu Road , Iilupeju, Lagos, Nigeria 41 Alliance Motors Ghana Limited Foreign Company Subsidiary 60.00% 2(87) C/O Accra Nominees Limited No 13 Samora Machel road Asylum down Po box gp242 Accra, Ghana 42 Tata International West Asia Foreign Company Subsidiary 100.00% 2(87) DMCC Unit No: 3O-01-629 Jewellery & Gemplex 3 Plot No: DMCC-PH2-J&G PlexS Jewellery & Gemplex Dubai United Arab Emirates

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Sr. Name &Address of the CIN/GLN Holding/ % of Applicable No Company Subsidiary shares Section /Associate held 43 Unitech Motors S. A Foreign Company Subsidiary 70.00% 2(87) Km 9, Route de Rufisque, En face de la Mairie de Pikine,BP 18474 Pikine, Senegal 44 Tata International DLT Private U34200PN2005PTC152193 Joint 50.00% 2(6) Limited Venture Gat No. 281 & 284, Santosh Nagar (Waki), TalukaKhed, Off Pune Nasik Road, Pune 410501 45 Tata International Wolverine U19200MH2012PLC229877 Joint 50.00% 2(6) Brands Limited Venture Tower 3 West Wing 5th Floor,Equinox Business Park, (Peninsula Technopark),Off BKC LBS Marg Kurla West, 46 Tata Precision Industries (India) U29120MP1995PLC009773 Joint 50.00% 2(6) Limited Venture Industrial Area No. 2, Dewas, Madhya Pradesh - 455001 47 Tata International GST U19115MH2014PLC254276 Joint 50% 2(6) AutoLeather Limited Venture 7th Floor, Trent house, G Block, Plot No. C-60, Bandra Kurla Complex, Bandra East, Mumbai - 400051 48 Tata Ceramics Limited U26933KL1991PLC006018 Associate 40.54% 2(6) 26 Cochin Special Economic Zone, Kakkanaad, Ernakulam, Kerala - 682037 49 Accordian Investments Foreign Company Associate 40% 2(6) (Propreitary) Limited 7 Corobrik Road Meadowdale Germiston1614, South Africa 50 Consillience Technologies Foreign Company Associate 50% 2(6) (Propreitary) Limited South Wing The Place No. 1 Sandton Drive Sandton, Johannesburg, 2196 51 IHMS Hotels (South Africa ) Foreign Company Associate 50% 2(6) (Propreitary) Limited 39 Ferguson Road Cnr Ferguson and Rivonia Road Illovo Johannesburg South Africa

24 Sr. Name &Address of the CIN/GLN Holding/ % of Applicable No Company Subsidiary shares Section /Associate held 52 Newshelf 919 (Propreitary) Foreign Company Associate 50% 2(6) Limited 39 Ferguson Road Cnr Ferguson and Rivonia Road Illovo Johannesburg South Africa 53 Tata Motors (SA) (Propreitary) Foreign Company Associate 40% 2(6) Limited 39 Ferguson Road Cnr Ferguson and Rivonia Road Illovo Johannesburg South Africa 54 A.O. Avron Foreign Company Associate 32% 2(6)

IV. Shareholding pattern of the Company :

Details furnished separately.

V. INDEBTEDNESS – Indebtedness of the Company including interest outstanding/accrued but not due for payment (` lacs) Particulars Secured Loan Unsecured Deposits Total excluding Loans indebtedness deposits Indebtedness at the beginning of the financial year 1. Principal amount 51,806.43 12,913.50 NIL 64,719.93 2. Interest due but not paid - - - 3. Interest accrued but not due 42.15 9.04 - 51.19 Total (1+2+3) 51,848.58 12,922.54 - 64,771.12 Changes in Indebtedness during the financial Year(Net) + Addition - - Reduction -3,650.07 -509.76 - -4,159.83 Net Change - Indebtedness at the end of the financial year 1. Principal amount 48,148.58 12,410.80 NIL 60,559.38 2. Interest due but not paid - 3. Interest accrued but not due 49.93 1.98 - 51.91 Total (1+2+3) 48,198.51 12,412.78 - 60,611.29

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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-Time Directors and/or Manager:

Sr. Particulars of Remuneration Name of MD/WTD/ Total Amount No Manager

Mr. Noel Naval Tata (Managing Director)

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

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

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

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

2 Stock Option - -

3 Sweat Equity - -

4 Commission

- as % of profit - -

- others, specify… -

5 Others, please specify - -

Total (A) 24951520 24951520

B. Remuneration to other directors

1. Independent Directors

Particulars of Name of Directors Total Amount Remuneration Dr. Homiar Mr. Piyush Mr. Arun Sorabji Gunwantrai Kumar Vachha Mankad Vora Fee for attending Board / 5,70,000 4,95,000 2,10,000 12,75,000 committee meetings Commission - - - - Others, please specify - - - - Total (B)(1) 5,70,000 4,95,000 2,10,000 12,75,000

26 2. Other Non-Executive Directors Particulars of Name of Directors Total Remuneration Amount Mr. Mr. Ravindra Mr. Gopal Mr. B. Ramakrishnan Pisharody Krishna Pillai Muthuraman Mukundan (Director retired during the year) Fee for attending board 1,95,000 1,95,000 2,70,000 1,80,000 8,40,000 / committee meetings Commission - - - - Others, please specify Total (B)(2) 1,95,000 1,95,000 2,70,000 1,80,000 8,40,000 Total( B) = (B)(1)+(B)(2) 21,15,000 Ceiling as per the Act 1% of the Net profits of the Company

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

Sr. No Particulars of Remuneration Name of the KMP Total Amount Mr. Ajay Murlidhar Ponkshe (Company Secretary & CFO) 1 Gross salary (a) Salary as per provisions contained in section 17(1) of 7808809 the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 6867 (c) Profits in lieu of salary under section 17(3) Income 0 tax Act, 1961 2 Stock Option 0 3 Sweat Equity 0 4 Commission - as % of profit - others, specify… 0 5 Others, please specify 0 Total (C) 7815676

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

Type Section of Brief Details of Authority Appeal made, the Companies Description Penalty / [RD / NCLT if any (give Act Punishment/ / COURT] Details) Compounding fees imposed Company Penalty NONE Punishment Compounding Directors Penalty Punishment NONE Compounding Other Officers In Default Penalty NONE Punishment Compounding 27 INTERNATIONAL Fifty second annual report 2014-2015

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SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding

Category of Shareholders No.of shares held at the beginning of the No.of shares held at the end of the % Change year year During the Year Demat Physical % of Total Demat Physical % of Total Shares Shares A.Promoters (1) Indian a) Individual/HUF ------b) Central Govt ------c) State Govt(s) ------d) Bodies Corp. - 167400 41.75 - 167400 41.75 - e) Banks / FI ------f) Any Other…. ------Sub-total (A) (1):- - 167400 41.75 - 167400 41.75 - (2) Foreign a) NRIs ------Individuals b) Other – ------Individuals c) Bodies Corp. ------d) Banks / FI ------e) Any Other…. ------Sub-total (A) (2):------Total shareholding of Promoter (A) =(A)(1)+(A)(2) - 167400 41.75 - 167400 41.75 - B. Public Shareholding 1.Institutions a) Mutual Funds / UTI ------b) Banks / FI ------c) Central Govt ------d) State Govt(s) ------e) Venture Capital Funds ------f) Insurance Companies ------g) FIIs ------h) Foreign Venture ------Capital Funds i) Others (specify) ------Sub-total (B)(1):------

28 Category of Shareholders No.of shares held at the beginning of the No.of shares held at the end of the % Change year year During the Year Demat Physical % of Total Demat Physical % of Total Shares Shares 2. Non-Institutions

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

i) Indian

ii) Overseas

b) Individuals ------

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

ii) Individual 512 0.13 - 512 0.13 shareholders holding nominal share capital in excess of Rs. 1 lakh

c) Others (specify)

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

Total Public Shareholding - 233600 58.25 - 233600 58.25 - (B)=(B)(1)+(B)(2)

C. Shares held by Custodian ------for GDRs & ADRs

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

(ii) Shareholding of Promoters

Shareholders Shareholding at the beginning of the year Shareholding at the end of the year Name No.of shares %of total %of Shares No.of shares %of total %of Shares % change in shares of the Pledged / shares of the Pledged / share holding Company encumbered Company encumbered during the to total to total year shares shares

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

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

Shareholding at the beginning of the year Cumulative Shareholding during the year No.Shares % of total shares of No.Shares % of total shares of the Company the Company At the Begining of the Year Tata Sons Limited 1,67,400 41.75 1,67,400 41.75 Date Wise Increase/ Decrease in Promoters share holding during the year specifying the There was no change in the Promoter Shareholding during the year reasons for increase/ decrease(eg. allotment/transfer/ bonus/sweat equity etc)

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

Shareholding at the beginning of the year Cumulative Shareholding during the year For Each of top 10 Shareholders No.Shares %of total shares of No.Shares %of total shares of the Company the Company At the Begining of the Year Tata Motors Limited 50,000 12.47 50,000 12.47 Tata Chemicals Ltd. 48,000 11.97 48,000 11.97 Ewart Investments Ltd. 25,000 6.23 25,000 6.23 Af-Taab Investment Co.Ltd. 20,500 5.11 20,500 5.11 Sheba Properties Ltd. 19,350 4.83 19,350 4.83 Kalimati Investment 19,136 4.77 19,136 4.77 Co.Ltd. Tata Industries Ltd. 17,122 4.27 17,122 4.27 Voltas Ltd. 10,000 2.49 10,000 2.49 Tata Steel Ltd. 9,480 2.36 9,480 2.36 Tifco Holdings Ltd. 8,000 2.00 8,000 2.00 Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/bonus/sweat equity etc)

30 Shareholding at the beginning of the year Cumulative Shareholding during the year For Each of top 10 Shareholders No.Shares %of total shares of No.Shares %of total shares of the Company the Company “Tata Steel LTD 19136 4.77 19136 4.77 (Consequent to scheme of Merger of Kalimati Investments Company Limited with Tata Steel Ltdon 15th July 2014)” “Kalimati Investments -19136 -4.77 -19136 -4.77 Company Limited (Consequent to scheme of Merger of Kalimati Investments Company Limited with Tata Steel Ltdon 15th July 2014)” At the End of the Year (or on the date of separation,if separated during th year) Tata Motors Limited 50,000 12.47 50,000 12.47 Tata Chemicals Ltd. 48,000 11.97 48,000 11.97 Tata Steel Ltd. 28,616 7.14 28,616 7.14 Ewart Investments Ltd. 25,000 6.23 25,000 6.23 Af-Taab Investment Co.Ltd. 20,500 5.11 20,500 5.11 Sheba Properties Ltd. 19,350 4.83 19,350 4.83 Tata Industries Ltd. 17,122 4.27 17,122 4.27 Voltas Ltd. 10,000 2.49 10,000 2.49 Tifco Holdings Ltd. 8,000 2.00 8,000 2.00 Chemical Terminal 3,500 0.87 3,500 0.87 Trombay Limited

(v) Shareholding of Directors and Key Managerial Personnel: Shareholding at the beginning Cumulative Shareholding of the year during the year For Each of the Directors and KMP No.Shares %of total No.Shares %of total shares of the shares of the Company Company At the Begining of the Year None of the Directors/KMP hold shares in the Company Date Wise Increase/Decrease in share None of the Directors/KMP hold shares in the Company holding during the year specifying the reasons for increase/decrease(eg.allotment/ transfer/bonus/sweat equity etc) At the End of the Year None of the Directors/KMP hold shares in the Company

31 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited Amount Amount paid as advances, if any: NIL NIL NIL NIL NIL NIL Date(s) of Date(s) the by approval Board 08.06.2015 08.06.2015 08.06.2015 08.06.2015 08.06.2015 08.06.2015 Justification Justification entering for contracts into In the normal of course business In the normal of course business In the normal of course business In the normal of course business In the normal of course business In the normal of course business Salient terms of Salient terms or the contracts arrangements or transactions, if any terms Payment 30 days period 60 Credit days certain For specific materials invoiced TSEA to comparative not are rates available as these specific are materials from 30 days date invoice from 30 days date invoice from 60 days date invoice

ANNEXURE B Duration of Duration / the contracts arrangements/ transactions Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing contract Seeking Shareholders’ Approval Seeking Shareholders’ Total Value Value Total of all the Contracts in the Fin Year 49,679 4,88,518 617,38,905 6,40,149 2,18,636 5,38,31,364 Type of Type contracts/ arrangements/ transactions of Purchase Goods Sale of Goods Sale of Goods Sale of Goods of Purchase Goods Sale of Goods Nature of Nature Relationship Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Name(s) of the related party Calsea Footwear Private Limited Calsea Footwear Private Limited South Tata East Asia Limited Calsea Footwear Private Limited Calsea Footwear Private Limited Calsea Footwear Private Limited Details of contracts entered into with related parties with related during FY 2014-15 into Details entered of contracts Length Arms’ prove (a) In to the ordinary of business but difficult Course

32 Amount Amount paid as advances, if any: NIL NIL Date(s) of Date(s) the by approval Board 08.06.2015 08.06.2015 Justification Justification entering for contracts into Business Requirement Business Requirement Salient terms of Salient terms or the contracts arrangements or transactions, if any Recovery of space for rent by occupied Verma Ashish and Samruddhi Manjrekar working for business of steel TIMUKL. Billing as per ServiceShared with Agreement JV company. No such service to provided party. third

Duration of Duration / the contracts arrangements/ transactions Ongoing Ongoing contract Total Value Value Total of all the Contracts in the Fin Year 6,74,160 55,00,000 Type of Type contracts/ arrangements/ transactions Rendering of Services (Income) Rendering of Services (excluding service tax) Nature of Nature Relationship Subsidiary Venture Joint (b) Not in the ordinary(b) of business course Name(s) of the related party Tata International Metals (UK) Limited Tata International GST AutoLeather Limited

33 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

ANNEXURE C CORPORATE SOCIAL RESPOSIBILITY POLICY

Purpose & Focus Areas Tata International is aligned to the Tata Group’s core purpose of improving the quality of life of the communities we serve through long term stakeholder value creation. Enlarging the scope of Affirmative Action which gained positive momentum since 2009, through its CSR strategy, the company will continue to make need based, focused and exhaustive interventions in identified issues for the economically and socially disadvantaged sections of the society. Tata International will focus its CSR initiatives in localities surrounding its business operations especially in Dewas & Chennai, taking concrete steps in areas of: 1. Skill Development 2. Employability 3. Education Further details of the action areas are given in Annexure I. In addition, the company will continue to voluntarily participate in environmental issues/national disasters depending upon where they occur and its own ability to respond meaningfully.

Approach & Delivery The Company’s CSR will revolve around five guiding principles – Linked to Business, Relevant to local contexts, Partnerships, Volunteering and Impact, in line with those proposed by the Tata Group (Pls. refer Annexure II). The company’s in-house CSR team will implement its CSR strategy through local partnerships viz., credible private and government institutions. Partner agencies will be selected based on well-defined selection criteria in the year 2015-16 Rs. 25 lakhs have been budgeted towards CSR activities in 2015-16. There is no statutory requirement this year in line with The Company’s Act 2013. Governance & Review mechanism The CSR Committee of the Board will govern and review the CSR initiatives of the company from time to time. The CSR Committee will recommend the Annual Business Plan for CSR to the Board for its approval. The plan will include resource requirements and allocation across interventions and locations. The composition of the CSR committee of the Board is as hereunder: • Mr. P G Mankad – Chairman • Mr. R Mukundan • Mr. N N Tata Mr. Manish Kumar, Head – Human Resources, also the CSR Co-ordinator for the company will provide required direction to the implementation team as given hereunder:

Dewas Mr. Nipun Goel Mr. Debashish Das Mr. Rishab Chauhan Mr. Raj Mittal Mr. Sameer Tungare Ms. Poorwa Dixit Chennai Mr. Shyamnath Gopinath Ms. Geethpriya B Mr. Vinoth Khanna Ravichandran Independent Advisor Mr. Virendra Gupte The CSR Implementation committees will review and report activities, outcomes and impact of the initiatives on a periodic basis to the Board.

34 This CSR policy document will be reviewed from time to time and any changes, if necessary, will be approved by the CSR Committee of the Board. Annexure 1

Focus Areas CSR Initiatives Ref. Sr. Implementation modality No of Sch VII of Companies Act Education • Adopting educational institutions and hostels II a) Tie up with Amona, Binjana • Sponsoring/Training of teachers and headmasters II (Dewas) & Somangala School • Augmenting and supporting infrastructure in II (Chennai) educational institutions • Offering scholarships and financial assistance to II needy and meritorious students • Developing educational material and methodologies II • Supporting and promoting co-curricular activities II b) Evaluate partnership with schools as proposed by CII • Promoting Health & Hygiene for children and their I families through Medical Check-ups and awareness initiatives Skill • Creating, training and supporting self-help groups II Develop- ment & o Women sanitation project I Aakar innovation (NGO) • Artisan Development employabil- DIPP scheme ity Ongoing skill development through partnership with MAPCET, Madhya Pradesh

Annexure II

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

1. Linked to Business: The activities in the chosen focus areas would be linked to the businesses and geographies in which the business operates. E.g. skill development in the area of Shoe-Making, Leather finishing, etc. 2. Relevant to local contexts: The activities will be customized as per needs and requirements of the local community. The Company will have a two-way communication channel, so that the stakeholders’ needs, expectations and aspirations can be mapped and their feedback and satisfaction levels can be obtained and assessed for the purpose of design and improvement of initiatives 3. Partnership: While the in-house CSR committee will drive the initiatives, the company will forge collaborations with business partners, other Tata Group companies and like-minded corporate organizations, funding agencies, non- government organizations, community based organizations, Governments and Government organizations, based on well-defined selection criteria 4. Volunteering: TIL will provide opportunities to its employees to engage in volunteering activities that will benefit the communities in which they live and work, and at the same time, support TILs own CSR efforts. This will not only deepen local community connect but will also leverage in-house skills in addressing social challenges 5. Impact: All initiatives will have specific and well-defined KPIs to measure impact on the target groups. For high impact projects, there will be independent, third-party assessments and feedback will be a key input for redesign and / or rollout of further initiatives

35 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

ANNEXURE D

A. TECHNOLOGY ABSORPTION 1. Research & Development (R&D) (a) Specific areas in which R&D carried out by the company: Biotechnology: (i) Biological treatment of Sludge and Litter successfully attempted using vermi-compost technique. (ii) Biological treatment of canteen food waste attempted for generation of bio-gas. Chemicals: (i) Sales of value added products from leather waste have created revenue of ` 1.38 crore in FY-15. Nearly, 1092 tons of solid waste utilized for making value added products thereby saved `43.7 lacs against disposal cost additionally. (ii) Chemical Auxiliary Production Unit (CAPU) manufactured nearly 275 tons of chemicals in FY-15 thereby saved ` 1.6 crores against substitution of commercial chemicals in leather production. (iii) Developed reactive protein filler from solid waste and utilized 7.5 MT in last 7 months thereby saving of ` 9.4 Lakhs. (iv) Developed economically substitute chemicals, neutralising and Dye levelling agent for in-house application. (b) Benefits derived as a result of above R&D approach: (i) R&D activities generated revenue of `1.38 Cr and in-house savings of ` 2.13 Cr in FY-15 by selling waste recycled products and producing in-house economical substitute chemicals. (ii) Sustainable environment efforts made by R&D are well accepted in global leather industry thereby creating benchmark across the industry (c) Expenditure on R&D: (i) Capital Expenditure - NIL (ii) Recurring (revenue) expenditure ` 2.03 crores (iii) Total R&D expenditure as a percentage total turnover ` 1.60 crores (0. 12 %) Technology absorption and Innovation (a) Efforts, in brief, made towards technology absorption, adaptation and innovation: (i) Sammying Operation being performed in Bovine under controlled temp of 35o C and introduced spreader to get area gain. (ii) Conveyor system introduced for Shaving waste collection and compacting. (iii) Utilization of reactive filler from leather waste for making Cr free leather. (iv) Equipped ETP, RO and Bio-methanation plant for capacity enhancement and efficiency improvement of Leather Production. (v) Two new polypropylene drums introduced to reduce set up time and quality improvement in dyeing. (b) Benefits derived as a result of above efforts: (i) Trimming in Shaving yard reduced by 0.5% (by Weight) that leads to area gain of 0.25% at crust stage in bovine leather. (ii) House Keeping and waste handling process Improved in shaving yard (iii) New product line of Cr Free Leather initiated. (iv) Development of new product in Buff range including success with splits usage which would help drive the business of FLB in future. (v) Development of new leathers which would help TIL making its mark with some of the leading brands for the newer segment it is desirous of expanding – in handbags and articles for Goat, Sheep range of products. Foreign Exchange Earnings and Outgo Particulars Amount (` Lacs) Foreign Exchange Earnings 106,075.60 Foreign Exchange Outgo 40,925.09 36 ANNEXURE E : PARTICULAR OF EMPLOYEES

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

Name & Remuneration Nature of Qualifications and Date of Designation of the received; employment, whether experience of the commencement of employee; contractual or employee; employment otherwise; N Mohan 6963790 Permanent MBA, BSc. 33 1 Apr 2003 Ajay Ponkshe 7954692 Permanent CA, CS, BCom 31 5 Mar 2007 Janaki Chaudhry 6425330 Permanent BTech, MMS, 26 25 Oct 2010 Ramesh Mani 9797568 Permanent BCom, 31 19 Dec 2011 Manish Kumar 10496694 Permanent PGDBM, BSc, MSc, 23 15 Feb 2013

Age of such employee; Last employment held Percentage of equity Whether any such by such employee shares held by the employee is a relative before joining the employee in the of any director or company; company manager of the company and if so, name of such director or manager 55 Tata South East Asia - - Ltd. 55 Blue Star Ltd. - - 50 GE - - 55 HIRCO - - 47 Kotak Securities - - Limited

[Pursuant to Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] 1. The ratio of remuneration of each director to the median employee’s remuneration giving the following details: Section 197(12) & Rule 5 of Chapter XIII Rules – a. Ratio in comparison with White collar staff:1:66 b. Ratio in comparison with White and Blue collar staff: 1:141 b. the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; a. Ratio in comparison with White collar staff:1:66 b. Ratio in comparison with White and Blue collar staff: 1:141 c. the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; a. MD: 11.2% b. CFO: 12.7%

37 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

d. the percentage increase in the median remuneration of employees in the financial year; - 6.6% e. the number of permanent employees on the rolls of company; - 2154 f. the explanation on the relationship between average increase in remuneration and company performance; The remuneration increase is broadly linked to local inflation, given below expectations company performance in terms of profitability. g. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company; Market correction was done for Director and Chief Financial Officer in 2014-15, given below market salary levels. The current salaries continue to remain below market levels. h. variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year; The Networth of the Company as defined in the Companies Act 2013 for the current and previous year is as under:

As on Date Net Worth (` Lacs) 31- March 2014 49758.64 31st March 2015 49553.90

i. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; a. Blue collar employees have seen an avg. increase of 7.2% in 2014-15. This is broadly in line with average increase for managerial staff. i. comparison of the each remuneration of the Key Managerial Personnel against the performance of the company; (same as h) j. the key parameters for any variable component of remuneration availed by the directors; Variable component as a part of the Total Cost to Company is linked to the Budgeted v/s Actual PBT of the company k. the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; Not applicable l. affirmation that the remuneration is as per the remuneration policy of the company. The remuneration paid is as per remuneration policy of the company.

38 ANNEXURE F

SECRETARIAL AUDIT REPORT For The Financial Year Ended 31st March, 2015 [Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, TATA INTERNATIONAL LIMITED 7th Floor, Trent House,G -Block, Plot No. C-60, Beside Citi Bank, Bandra Kurla Complex, Bandra (East) Mumbai - 400051

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by TATA INTERNATIONAL LIMITED (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has , during the audit period covering the financial year ended on 31st March , 2015 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2015 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made there under; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under (Not Applicable to the Company) (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under (Not Applicable to the Company) (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Overseas Direct Investment (Foreign Direct Investment and External Commercial Borrowings are not applicable to the Company during the Audit Period) (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Not Applicable to the Company) (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (Not Applicable to the Company) (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not Applicable to the Company) (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28 October 2014 (Not Applicable to the Company) (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable to the Company)

39 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (Not Applicable to the Company) (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the Company) and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not Applicable to the Company); We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India (Not notified during the audit period and hence not applicable to the Company). (ii) The Listing Agreements entered into by the Company with stock exchanges. (Not Applicable to the Company).

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

We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes. All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For Makarand M. Joshi & Co.,

SD/- Makarand Joshi Partner FCS No. 5533 CP No. 3662 Place: Mumbai Date: 17th June, 2015.

40 713.76 4,205.23 9,304.22 4,951.80 1,106.24 9,776.44 1,606.84 2,794.44 4,408.75 in Lakhs) 61,734.03 22,459.69 20,653.62 11,396.95 28,150.54 13,553.77 27,821.09 11,621.62 25,794.43 Total Total (` Liabilities 713.76 4,205.23 9,304.22 4,951.80 1,106.24 9,776.44 1,606.84 2,794.44 4,408.75 61,734.03 22,459.69 20,653.62 11,396.95 28,150.54 13,553.77 27,821.09 11,621.62 25,794.43 Total Assets Total 98.87 21.48 150.15 761.09 -738.16 -337.82 -378.81 1,741.09 3,493.31 7,780.13 3,528.67 4,710.34 6,069.11 -1,579.00 -2,522.15 -1,551.62 16,371.37 10,242.59 Reserves & Surplus 0.01 46.76 98.66 10.27 41.32 411.25 904.86 624.45 435.38 418.72 494.67 777.36 516.86 272.86 Share Share Capital 4,355.81 2,852.41 2,697.90 2,811.70 5.1686 8.2377 8.2377 5.1686 1.7346 1.7346 1.7346 0.0207 0.0331 0.3106 0.3106 0.6600 5.1686 0.1034 16.4439 16.4439 62.7985 62.7985 Exchange Exchange last date of last date subsidiaries the relevant the relevant rate as on the rate case of foreign case of foreign financial year in financial KES TZS ZAR ZAR ZAR XOF USD USD UGX GHC GHC NGN NGN MZN MZN MZN ZMW ZMW ANNEXURE G : Form AOC - 1 AOC ANNEXURE G : Form Reporting currency Jan-Dec Jan-Dec Jan-Dec Jan-Dec company’s company’s the holding concerned, if concerned, different from from different Part ‘A’ - Summary of Financial Information of Subsidiary Information - Summary Companies of Financial ‘A’ Part reporting period Reporting period for the subsidiaryfor [Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014] Rules, (Accounts) with Rule 5 of the Companies Section 2013 read to Act, 129(3) of the Companies [Pursuant Statement containing salient features of the financial statements of the subsidiaries / joint ventures / associate companies / associate ventures of the subsidiaries / joint of the financial statements features salient containing Statement Name of the subsidiary Holdings (SA) Africa Tata (Proprietary) Limited Plc Hotels Pamodzi Zambia Limited Tata Holdings (Ghana) Africa Tata Limited Ghana Limited Motors Alliance Corporation Automobile Tata (Proprietary) Limited (SA) Holdings Mocambique Tata Limitada Limitada De Mocambique, Tata S.A.R.L. Cometal, Uganda Limited Tata Holdings (Tanzania) Africa Tata Limited Services Africa (Nigeria) Tata Limited Limited Pharmaceuticals TAH Holdings (Kenya) Africa TATA Limited Blackwood Hodge Zimbabwe Limited (Private) Processors Steel Africa Tata (Proprietary) Limited (Senegal) Africa S.A.R.L. Tata (Mauritius) Power TAHL Limited Projects 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Sr no

41 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited - 0.00 45.30 934.25 132.62 187.23 2,564.66 3,602.02 6,559.13 6,294.50 4,708.98 1,475.42 2,337.20 1,204.71 2,950.23 11,264.52 83,872.74 32,901.70 45,965.14 28,255.14 36,823.95 17,422.35 2,00,300.47 - 0.00 45.30 934.25 132.62 187.23 2,564.66 3,602.02 6,559.13 6,294.50 4,708.98 1,475.42 2,337.20 1,204.71 2,950.23 11,264.52 83,872.74 32,901.70 45,965.14 28,255.14 36,823.95 17,422.35 2,00,300.47 - - -0.50 116.87 680.08 -255.94 -388.24 -466.80 -139.97 7,814.37 6,739.37 9,681.70 1,258.36 1,836.75 -1,119.02 -1,211.16 -3,097.31 -1,014.75 -1,566.56 -1,633.35 19,365.42 11,502.51 -12,128.11

- 0.00 0.81 6.28 6.00 0.48 2.04 3.39 1.04 8.51 282.95 512.04 619.89 184.84 686.25 611.23 1,255.97 1,127.22 1,537.60 1,524.05 1,017.69 80,915.46 11,255.40 0.0207 0.1034 8.0664 1.0000 1.0000 1.0000 0.9973 8.0634 0.1034 62.7985 62.5300 62.5300 92.7570 92.7570 17.0218 67.8457 67.8457 20.7676 67.8457 67.8457 62.8945 17.0218 Eur Eur Eur Eur INR INR INR INR BRL XOF XOF GBP GBP AED AED USD USD USD USD HKD HKD MGA Jan-Dec Jan-Dec Jan-Dec Jan-Dec Jan-Dec Dormant TAHL (Mauritius) Mining TAHL Limited Projects Mining M’Pumalanga SA Resources D’Ivorie) SARL (Cote Africa Tata Singapore International Tata Pte Ltd Metals International Tata Limited (Americas) Metals International (UK) Tata Limited Industrial Limited Steels Metals International (Asia) Tata Limited FZE Asia West Tata Bachi Shoes (India) Limited Shoe components Euro Limited IndiaDrive Enterprise Solutions Limited Mauritius Limited TIL Leather E On Componentes Move S A Calcado Private Footwear Calsea Limited Trading International Tata Ltda Brasil On Retail Spain S L Move E Comercio Portugal, Monroa Servicos, Unipessoal LDA Limited South-East Asia Tata South East Asia Tata ) Limited (Cambodia (Private) Zimbabwe Tata Limited S A * Motors, Unitech Asia West International Tata DMCC 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41

42 90% 60% 65% 71% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% % of shareholding shareholding ------2,265.02 dividend Proposed Proposed 280.11 523.99 156.72 114.15 172.56 226.21 -206.11 -424.52 2,034.15 1,717.68 1,217.40 1,612.62 1,782.58 1,309.99 -1,316.62 -1,557.49 -1,382.33 -1,322.98 -2,398.40 taxation Profit after Profit - - - 2.84 -2.47 14.72 25.97 61.55 -72.12 -58.38 -23.52 225.37 122.81 for for -203.77 -141.14 -824.57 -417.95 -703.52 -802.78 taxation Provision Provision 254.15 727.77 297.86 186.27 230.94 226.21 -203.64 -401.00 Profit Profit before before 2,019.43 2,542.26 1,635.35 2,316.14 2,585.36 1,309.99 -1,541.99 -1,384.53 -1,680.30 -2,401.24 -1,382.33 taxation - - 21.54 567.73 5,038.32 5,466.72 4,957.90 5,114.48 1,303.28 2,604.37 4,947.35 18,682.45 31,153.66 20,601.73 18,451.73 43,146.93 19,091.62 44,551.36 22,673.80 Turnover ------59.20 31.06 517.26 507.75 21,004.20 11,243.08 Investments 102.51 832.23 556.91 2,052.88 8,030.81 7,375.29 6,237.50 6,251.22 1,255.99 4,514.70 Total Total 41,006.85 18,919.62 12,873.49 17,489.24 11,594.03 18,940.27 12,656.38 25,731.63 22,136.66 Equity Liabilities (Excluding (Excluding +Reserves) Name of the subsidiary Holdings (SA) Africa Tata (Proprietary) Limited Plc Hotels Pamodzi Zambia Limited Tata Holdings (Ghana) Africa Tata Limited Ghana Limited Motors Alliance Corporation Automobile Tata (Proprietary) Limited (SA) Holdings Mocambique Tata Limitada Limitada De Mocambique, Tata S.A.R.L. Cometal, Uganda Limited Tata Holdings (Tanzania) Africa Tata Limited Services Africa (Nigeria) Tata Limited Limited Pharmaceuticals TAH Holdings (Kenya) Africa TATA Limited Blackwood Hodge Zimbabwe Limited (Private) Processors Steel Africa Tata (Proprietary) Limited (Senegal) Africa S.A.R.L. Tata (Mauritius) Power TAHL Limited Projects (Mauritius) Mining TAHL Limited Projects 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 Sr no

43 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited 51% 70% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 75.99% 75.74% 50.91% 50.0001% ------693.25 100.20 - - - 0.00 0.00 0.00 0.00 0.02 -0.01 -0.00 -0.00 -0.49 -0.01 -0.03 -0.01 -0.02 733.75 610.03 476.82 -227.28 -182.84 -3,805.25 ------4.53 0.77 -5.41 55.83 20.19 28.87 42.91 -96.51 -73.92 402.28 898.81 195.15 105.00 -152.14 - - - -0.49 18.00 -35.69 706.54 628.96 446.06 312.42 210.72 -177.43 -580.27 -305.06 -283.12 -770.47 -573.81 1,136.03 2,631.93 -3,800.72 -2,571.87 -2,054.17 ------954.86 5,483.95 8,948.60 6,611.38 1,944.81 3,273.14 1,950.23 27,715.16 95,265.46 23,034.48 2,92,042.17 2,48,116.05 1,88,963.27 2,19,379.73 ------2.61 0.00 2.04 2.30 242.37 664.79 5,293.94 40,607.00 - - 0.43 62.97 237.91 179.22 2,159.63 2,337.67 7,769.81 8,374.12 4,555.89 2,488.14 3,900.37 1,086.80 1,658.92 64,802.97 19,861.60 39,224.97 18,567.16 34,475.16 18,369.45 1,00,019.58 M’Pumalanga Mining M’Pumalanga SA Resources D’Ivorie) SARL (Cote Africa Tata Singapore International Tata Pte Ltd Metals International Tata Limited (Americas) Metals International (UK) Tata Limited Industrial Limited Steels Metals International (Asia) Tata Limited FZE Asia West Tata Bachi Shoes (India) Limited Shoe components Euro Limited IndiaDrive Enterprise Solutions Limited Mauritius Limited TIL Leather E On Componentes Move S A Calcado Private Footwear Calsea Limited Trading International Tata Ltda Brasil On Retail Spain S L Move E Comercio Portugal, Monroa Servicos, Unipessoal LDA Limited South-East Asia Tata South East Asia Tata ) Limited (Cambodia (Private) Zimbabwe Tata Limited S A * Motors, Unitech Asia West International Tata DMCC** 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 Has become a Subsidiary during the year w.e.f. 18th November, 2014.. 18th November, a Subsidiary Has become w.e.f. during the year Has become a Subsidiary during the year w.e.f. 23rd March, 2015. March, 23rd a Subsidiary Has become w.e.f. during the year * **

44 ------0.17 5.42 year - - 8.96 42.21 -61.32 -60.35 100.74 545.41 -941.87 -310.82 -105.56 Share of profit / loss for the / loss of profit Share - - - 2.64 41.89 923.58 390.69 442.16 -469.76 to 1,554.57 2,895.70 sheet balance balance Net worthNet as per latest as per latest attributable attributable shareholding shareholding -do- -do- -do- -do- -do- -do- -do- -do- -do- -do- more more Holds equity than 20% Influence (%) 50.00% 50.00% 38.00% 50.00% 50.00% 40.00% 50.00% 50.00% 50.00% 40.00% 40.54% holding Extent of * 63 854 303 930 129 410 811 4,881 1,861 2,000 Amount of Amount investment investment in associate / in associate joint venture joint

500 200 85,400 25,000 2,00,000 6,23,000 25,00,000 79,34,800 2,00,00,000 1,80,00,000 3,95,64,952

year end year held by the held by company in company No. of shares of shares No. venture as at as at venture associate / joint / joint associate

INR INR INR INR INR INR ZAR ZAR ZAR ZAR ZAR currency Reporting

date sheet Latest Latest 31-Mar 31-Mar 31-Mar 31-Mar 31-Mar 31-Mar 31-Mar 31-Mar 31-Mar 31-Mar 31-Mar audited audited balance balance Dormant

Name of the entity Joint Venture Joint DLT International Tata Limited Private Industries Precision Tata (India) Limited RetailRite Private Brand # Limited International Tata Brands Wolverine Limited GST International Tata Limited AutoLeather Associates Investments Accordian (Pty) # $ Limited Technologies Consilience (Pty) # ** limited (Pty) (SA) IHMS Hotels # $ Limited (Pty)919 Newshelf # Limited (SA)(Pty)Motors Tata # Limited Limited Ceramics Tata ** $ A O Avron Names of associates or joint ventures which have been liquidated or sold during the year been liquidated which have ventures or joint Names of associates Holding in equity subsidiaries is indirectly held through is fully impaired Investment of investment the cost exceeded of losses have Share Limited Corporation Power Tezhi Itezhi (Pty) Africa Limited TCS less than Rs.500/0 Value A 1 2 3 4 5 B 1 2 3 4 5 6 7 Part ‘B’ - Joint Ventures and Associates Ventures - Joint ‘B’ Part * # ** $ 1 2

45 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

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

Guarantees Given

Name of Amount Full Particulars Purpose entity of guarantees 31-Mar-15 31-Mar-14 Foreign ₹ lakhs Foreign ₹ lakhs Currency in Currency in Million Million TAHL - - USD 25.00 15,024.95 Corporate Investment by the (Mauritius) Guarantee against subsidiary in a joint Power Projects Term Loan of venture with Zambia Limited US$25 Million Electricity Supply Co (wholly-owned provided by ICICI Limited for setting up subsidiary) Bank Limited to a hydel power project. the subsidiary. Monroa EUR 0.35 238.75 EUR 0.35 291.89 Counter Shops taken on lease Portugal, guarantee by the subsidiary Comércio given by HSBC at Portugal for its E Serviços, India to HSBC footwear retail Unipessoal Lda Spain against operations. (subsidiary) guarantees issued by them on behalf of the subsidiary. Tata - USD 65.20 39,185.07 Corporate Term loan was International Guarantee against availed to finance Singapore Term Loan of shareholders’ loan Pte Limited US$32 Million and given by the subsidiary (wholly-owned Working Capital to its subsidiary at subsidiary) facilities of US$30 Hong Kong and Million provided working capital by ICICI Bank facilities for its trading Limited to the operations. subsidiary. Tata - USD 40.50 24,340.42 Standby Letter Investment by International of Credit the subsidiary Singapore against Term for acquisition of Pte Limited Loan of US$45 subsidiaries at UK, (wholly-owned Mio provided Hong Kong and USA. subsidiary) by Standard Chartered Bank Limited to the subsidiary.

46 Tata SGD 325.00 1,47,870.13 SGD 62.50 29,653.88 Guarantee to the Repayment of debts, International holders of Senior general corporate Singapore bonds of value purpose and re- Pte Limited SGD 50 Million capitalization of some (wholly-owned and the holders of subsidiaries at Africa subsidiary) perpetual bonds of value SGD 150 Million. Tata - USD 50.00 30,049.90 Corporate Trading operations of International Guarantee against the subsidiary. Metals (UK) Working Capital Limited facilities of US$50 (formerly Million provided known as by ING Belgium to Tata Steel the subsidiary. International (UK) Limited) (wholly-owned subsidiary) Tata 500.00 500.00 Corporate Trading operations of International Guarantee against the joint venture entity. Wolverine Working Capital Brands Limited facilities of INR 10 (joint venture) Crores provided by HSBC to the joint venture entity.

Loans Given

Name of Amount Full Particulars Purpose entity 31-Mar-15 31-Mar-14 Foreign ₹ lakhs Foreign ₹ lakhs Currency in Currency in Million Million Tata West Asia USD 0.02 11.61 USD 2.20 1,196.56 Shareholder loan To comply with the FZE (wholly- of US$2.2 Million Jebel Ali Free Zone owned of which US$ Authority regulations subsidiary) 2.179 Million was requiring shareholder converted into support in case equity during the networth falls below year 75% of equity.

47 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TATA INTERNATIONAL LIMITED Report on the Standalone Financial Statements

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

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

Auditor’s Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

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

Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order. 48 2. As required by Section 143 (3) of the Act, we report that: (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. (c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. (d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. (e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act. (f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of all pending litigations on its financial position in its financial statements in accordance with the generally accepted accounting practice, as included in Note 30(a) to the financial statements. ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For Deloitte Haskins & Sells LLP Chartered Accountants (Firm’s Registration No. 117366W/W-100018)

Rupen K. Bhatt Partner (Membership No. 046930)

Mumbai, 15th May 2015.

49 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

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

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date) (i) In respect of its fixed assets: (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us no material discrepancies were noticed on such verification. (ii) In respect of its inventories: (a) As explained to us, the inventory of the company has been physically verified by the management during the year and at the year end. In respect of stock lying with third parties, a substantial portion has been confirmed by third parties during the year or at the year end. In our opinion the frequency of verification is reasonable. (b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business. (c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. (iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. As the Company has not granted any loans, secured or unsecured, to parties listed in the register maintained under Section 189 of the Companies Act, 2013 paragraphs 3 (iii) (a) and (b) of the Order, are not applicable. (iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system. (v) According to the information and explanations given to us, the Company has not accepted any deposit during the year. There are no unclaimed deposits, hence the provisions of Sections 73 to 76 are not applicable. (vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete. (vii) According to the information and explanations given to us, in respect of statutory dues: (a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities. (b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

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

Name of Statute Nature of Dues Forum where Dispute is Period to which the Amount Pending Amount Relates Involved (`) Income Tax Act, 1961 Income Tax Deputy Commissioner of Financial year – 98.98 Income Tax, Chennai 2009-10 Income Tax Act, 1961 Income Tax Deputy Commissioner of Financial year - 121.02 Income Tax, Chennai 2010-11 Income Tax Act, 1961 Income Tax Income Tax Appellate Financial year – 208.99 Tribunal 2009-2010 Sales – Tax Laws Sales-Tax Appellate Authority – up 1997-2005 539.02 to Commissioner Level Service Tax Laws Service Tax Appellate Authority – 2004-2009 19.32 Tribunal Level Excise Laws Excise Duty Commissioner of Central 2009-2014 232.72 Excise DEPB / Drawback DEPB / Drawback High Court 2003-2006 310.79 claims claims DEPB / Drawback DEPB / Drawback Joint Secretary 2005-2009 1,219.09 claims claims (Revisionary Authority) DEPB / Drawback DEPB / Drawback Assistant Commissioner – 2005-2011 1,675.23 claims claims Customs

(d) There are no amounts that are due to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder. (viii) The Company does not have accumulated losses as at 31st March, 2015 and the Company has not incurred cash losses during the financial year or the immediately preceding financial year. (ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders. (x) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by subsidiary companies and a joint venture company from banks and financial institutions are not, prima facie, prejudicial to the interests of the Company. (xi) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained, other than temporary deployment pending application. (xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

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

RUPEN K. BHATT Partner Membership No: 046930 MUMBAI, 15th May 2015. 51 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

BALANCE SHEET AS AT 31ST MARCH 2015

Particulars Note As at 31 March, 2015 As at 31 March, 2014 No. ` in lakhs ` in lakhs A EQUITY AND LIABILITIES 1 Shareholders’ funds (a) Share capital 2 4,010.00 4,010.00 (b) Reserves and surplus 3 45,593.90 45,798.64 49,603.90 49,808.64 2 Non-current liabilities (a) Long-term borrowings 4 2,725.83 28,140.78 (b) Deferred tax liabilities (net) 35 - - (c) Other long-term liabilities 5 186.43 210.44 (d) Long-term provisions 6 753.78 612.27 3,666.04 28,963.49 3 Current liabilities (a) Short-term borrowings 7 32,282.59 35,412.64 (b) Trade payables 8 29,411.78 26,332.82 (c) Other current liabilities 9 26,865.28 2,586.78 (d) Short-term provisions 10 6,475.34 6,291.41 95,034.99 70,623.65 TOTAL 1,48,304.93 1,49,395.78 B ASSETS 1 Non-current assets (a) Fixed assets (i) Tangible assets 11 8,086.84 12,037.58 (ii) Intangible assets 11 93.34 51.89 (iii) Capital work-in-progress 446.69 51.47 8,626.87 12,140.94 (b) Non-current investments 12 68,240.19 67,669.91 (c) Long-term loans and advances 13 7,997.10 7,753.60 76,237.29 75,423.51 2 Current assets [Refer Note 34 (c)] (a) Current investments 14 345.16 3,652.54 (b) Inventories 15 25,889.39 17,956.79 (c) Trade receivables 16 23,012.62 22,410.97 (d) Cash and Cash Equivalents 17 849.64 1,150.47 (e) Short-term loans and advances 18 10,198.60 11,473.92 (f) Other current assets 19 3,145.36 5,186.64 63,440.77 61,831.33 TOTAL 1,48,304.93 1,49,395.78 See accompanying notes forming part of the financial statements In terms of our report attached For and on behalf of the Board of Directors For DELOITTE HASKINS & SELLS LLP G. K. Pillai Chairman Chartered Accountants N N Tata Managing Director Rupen K. Bhatt Partner A M Ponkshe Chief Financial Officer & Company Secretary Place: Mumbai Place: Mumbai Date: 15th May, 2015 Date: 15th May, 2015 52 STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

Particulars Note No. For the year ended For the year ended 31 March, 2015 31 March, 2014 ` in lakhs ` in lakhs A CONTINUING OPERATIONS 1 Revenue from operations (gross) 20 1,59,124.06 1,41,074.42 Less: Excise duty 20 49.17 39.69 Revenue from operations (net) 1,59,074.89 1,41,034.73 2 Other income 21 5,872.83 9,467.62 3 Total revenue (1+2) 1,64,947.72 1,50,502.35 4 Expenses (a) Cost of materials consumed 22.a 72,937.82 61,834.92 (b) Purchases of stock-in-trade 22.b 42,919.57 40,939.89 (c) Changes in inventories of finished goods, 22.c (1,987.47) (2,385.85) work-in- progress and stock-in-trade (d) Employee benefits expense 23 10,579.53 9,130.51 (e) Finance costs 24 4,276.46 3,429.53 (f) Depreciation and amortisation expense 11 3,415.77 1,829.48 (g) Other expenses 25 38,466.99 33,651.53 Total expenses 1,70,608.67 1,48,430.01 5 (Loss) / Profit before exceptional items and tax (3 - 4) (5,660.95) 2,072.34 6 Exceptional item 26 6,324.94 698.62 7 Profit before tax (5 - 6) 663.99 2,770.96 8 Tax expense: (a) Current tax expense 225.00 667.14 (b) Deferred tax 35 - (445.40) Total Tax 225.00 221.74 9 Profit from continuing operations (7 - 8) 438.99 2,549.22 B DISCONTINUING OPERATIONS 29 10.i (Loss) from discontinuing operations (before tax) - (654.27) 10.ii (Loss) on disposal of assets attributable to the discontinuing (272.35) operations 10.iii Less: Tax (credit) for discontinuing operations - (194.22) 11 (Loss) from discontinuing operations (10.i + 10.ii + 10.iii) - (732.40) C TOTAL OPERATIONS 12 Profit for the year (9 + 11) 438.99 1,816.82 13 Earnings per share (Face value of ` 1000/- per share) ` : 38 Basic and Diluted (i) Continuing operations 109.47 635.72 (ii) Total operations 109.47 453.07 See accompanying notes forming part of the financial statements

In terms of our report attached For and on behalf of the Board of Directors For DELOITTE HASKINS & SELLS LLP G. K. Pillai Chairman Chartered Accountants N N Tata Managing Director Rupen K. Bhatt Partner A M Ponkshe Chief Financial Officer & Company Secretary Place: Mumbai Place: Mumbai Date: 15th May, 2015 Date: 15th May, 2015 53 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

CASH FLOW STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015

Particulars For the year ended For the year ended 31 March, 2015 31 March, 2014 ` in lakhs ` in lakhs A. Cash flow from operating activities Net Profit / (Loss) before tax after exceptional items 663.99 1,844.34 Adjustments for: Unrealised Exchange (Gain)/loss 149.03 294.57 Depreciation and amortisation 3,415.77 2,064.21 (Profit) on sale of fixed assets (42.80) - (Profit) on sale of fixed assets (exceptional item) (6,324.94) (698.62) Loss on fixed assets sold / scrapped / written off (net) 0.69 279.87 Finance costs 4,276.46 3,434.24 Commission on Guarantee (939.83) - Interest income (1,126.44) (1,511.53) Dividend income (2,502.98) (7,229.32) (3,095.04) (3,366.58) Operating profit / (loss) before working capital changes (2,431.05) (1,522.24) Changes in working capital: Adjustments for (increase) / decrease in operating assets: Inventories (7,932.60) (2,792.29) Trade receivables (601.65) (6,570.45) Short-term loans and advances 477.37 (2,520.51) Long-term loans and advances 303.71 96.49 Other current assets - 84.42 (7,753.17) (11,702.34) Adjustments for increase / (decrease) in operating liabilities: Trade payables 3,078.96 6,599.03 Other current liabilities 42.40 190.72 Other long-term liabilities (16.97) (401.09) Short-term provisions (2.85) (36.94) Long-term provisions 141.51 19.08 3,243.05 6,370.80

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

B. Cash flow from investing activities Capital expenditure on fixed assets (1,043.03) (1,567.91) Advance received for proposed sale of land/other fixed assets - 145.00 Proceeds from sale of fixed assets 265.64 56.49 Exceptional items: Proceeds from sale of fixed assets 6,901.25 730.00 Current investments - Purchased (43,637.86) (33,628.65) - Proceeds from sale 47,530.75 31,316.00 - Advance towards purchase of mutual funds (net) (210.00) (356.00) Purchase of long-term investments - Subsidiaries - (950.00) - Joint Venture (63.00) - - Others - Loans / Advances given - Subsidiaries - (107.22) - Joint Venture - (27.19) Loans / Advances repaid by - Subsidiaries 244.75 - - Joint Venture (net) 24.37 75.60

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

Particulars For the year ended For the year ended 31 March, 2015 31 March, 2014 ` in lakhs ` in lakhs Interest received - Others 1,106.71 1,313.96 Dividend received - Subsidiaries 4,728.86 1,894.32 - Others 397.46 354.66 Increase in Margin money account (net) (18.41) 7.85 Net cash flow from / (used in) investing activities (B) 16,227.49 (743.09)

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

See accompanying notes forming part of the financial statements

NOTES: 1. The above Cash Flow Statement has been prepared using the Indirect Method as per Accounting Standard ( AS ) 3 - ‘Cash Flow Statements’ as notified by the Companies ( Accounting Standards ) Rules, 2014.

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

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

In terms of our report attached For and on behalf of the Board of Directors For DELOITTE HASKINS & SELLS LLP G. K. Pillai Chairman Chartered Accountants N N Tata Managing Director Rupen K. Bhatt Partner A M Ponkshe Chief Financial Officer & Company Secretary Place: Mumbai Place: Mumbai Date: 15th May, 2015 Date: 15th May, 2015

55 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

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

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

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

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

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

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

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

DEPRECIATION AND AMORTISATION Depreciation on tangible fixed assets has been provided on the written down value method as per the useful life prescribed in Schedule II to the Companies Act, 2013 (Refer note 28). Software expenditure is amortised over four financial years on straight line method commencing from the year in which the expenditure is incurred. Trademarks and design expenditure incurred is amortised over four years on straight line method commencing from the year in which the expenditure is incurred.

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

56 Dividend from investments is recognized when the right to receive the payment is established. Interest income is recognized on the time basis determined by the amount outstanding and the rate applicable and where no significant uncertainty as to measurability or collectability exists. INVESTMENTS Long term investments are carried at cost less provision for dimunition, other than temporary, in the value of such investments. Current investments are valued at the lower of cost and fair value. Cost of investments include acquisition charges such as brokerage, fees and duties.

INVENTORIES Inventories are valued at cost and estimated net realisable value, whichever is lower. Cost is arrived at on a weighted average method and includes cost of purchase, cost of conversion and other costs incurred in bringing inventory to their present location and condition.

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

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

Defined Benefit Plan Company’s liability towards gratuity and pension to retired directors who are eligible for the same as per group policy are determined by independent actuaries, using the projected unit credit method. Past services are recognised on a straight line basis over the average period until the benefits become vested. Actuarial gains and losses are recognised immediately in the Statement of Profit and Loss as income or expense. Obligation is measured at the present value of estimated future cash flows using a discounted rate that is determined by reference to the market yields at the Balance Sheet date on Government Bonds where the currency and terms of the Government Bonds are consistent with the currency and estimated terms of the defined benefit obligation. The Company makes monthly contributions to Provident Fund managed by Tata International Limited Provident Fund Trust for qualifying employees. The Company meets the shortall, if any, with respect to the interest rate guaranteed for exempt provident funds.

Short-term employee benefits “The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service. The cost of short-term compensated absences is accounted as under : (a) in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and (b) in case of non-accumulating compensated absences, when the absences occur.”

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

BORROWING COSTS Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs that are attributable to the acquisition of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to revenue. Fees towards structuring, arrangement and other incidental costs incurred in connection with borrowings are amortised over the period of the loan.

57 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

LEASES The Company’s significant leasing arrangements are in respect of operating leases for premises (residential, office, store, godowns, etc.) The leasing arrangements, which are non-cancellable, range between eleven months and five years generally, and are usually renewable by mutual consent on agreed terms. The aggregate lease rentals payable are charged as rent. The Company as a lessor has leased certain plant and machinery. The leasing arrangements is non-cancellable for a period of five years and is renewable by mutual consent on agreed terms. The aggregate lease rentals receivable are accounted as rental income from operating leases. Government grants, subsidies and export incentives “Government grants and subsidies are recognised when there is reasonable assurance that the Company will comply with the conditions attached to them and the grants / subsidy will be received. Government grants whose primary condition is that the Company should purchase, construct or otherwise acquire capital assets are presented by deducting them from the carrying value of the assets. Export benefits are accounted for in the year of exports based on eligibility and when there is no uncertainty in receiving the same. Other government grants and subsidies are recognised as income over the periods necessary to match them with the costs for which they are intended to compensate, on a systematic basis.”

FOREIGN CURRENCY TRANSACTIONS Foreign currency transactions are recorded at the exchange rates prevailing on the date of such transactions. Monetary items are translated at the rates of exchange prevailing at the date of the Balance Sheet. Gain/loss arising on account of differences in foreign exchange rates on settlement/ translation of monetary items are recognised in the Statement of Profit and Loss. Non-monetary foreign currency items are carried at cost. “The Company enters into derivative contracts in the nature of interest rate swaps, currency options, forward contracts with an intention to hedge its existing assets and liabilities, firm commitments and highly probable transactions in foreign currency Derivative contracts which are closely linked to the existing assets and liabilities are accounted as per the policy stated for Foreign currency transactions and translations. “ The premium or discount arising at the inception of the forward exchange contracts is amortised as expense or income over the life of the contract. Exchange differences on such contracts are recognised in the statement of profit and loss in the reporting period in which the exchange rates change. A profit or loss arising in cancellation or renewal of such a forward exchange contract is recognised as income or as expense in the period in which such cancellation or renewal is made.

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

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company.

Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deferred tax liabilities are recongnised for all timing differences. Deferred tax assets are recognised for timing differences of items other than unabsorbed depreciation and carry forward losses only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. However if there are unabsorbed depreciation and carry forward of tax losses and items relating to capital losses, deferred tax assets are recognized only to the extent that there is virtual certainty supported by convincing evidence that sufficient future tax income will be available to realise the assets. Deferred tax assets and liabilities are set off if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforcable right for such set off. Deferred tax assets are reviewed at each balance sheet date for their realisibility.”

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

58 PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS “A provision is recognized when the Company has a present obligation as a result of past event and it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation and in respect of which a reliable estimate can be made. Provisions are determined based on best estimates of the expenditure required to settle the present obligation. Contingent Liabilities are not recognised but disclosed in the notes. A disclosure for a contingent liability is made, unless the possibility of an outflow of resources is remote. Contingent Assets are neither recognised nor disclosed in the Financial Statements.” SEGMENT REPORTING The Company identifies primary segments based on the dominant source, nature of risks and returns and the internal organisation and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit / loss amounts are evaluated regularly by the executive Management in deciding how to allocate resources and in assessing performance. “The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment. Inter-segment revenue is accounted on the basis of transactions which are primarily determined based on market / fair value factors.

Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis have been included under “unallocated revenue / expenses / assets / liabilities”. The Company has organized its businesses globally into five verticals as follows, each headed by a Vertical Head: - Leather & Leather Products - Metals Trading - Minerals Trading - Distribution - Agro-commodities trading (included in Others) The Board of Directors, while reviewing the performance of the Company, evaluates the performance of each of these verticals and takes decision on future investments and allocation of resources. The Company has aligned its primary segment reporting with the business structure stated above.

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

59 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS NOTE 2 SHARE CAPITAL Particulars As at 31 March, 2015 As at 31 March, 2014 Number of `in lakhs Number of `in lakhs shares shares (a) Authorised Equity shares of ` 1,000 each with voting rights ...... 5,00,000 5,000.00 5,00,000 5,000.00 Preference Shares of ` 1000 each ...... 2,00,000 2,000.00 2,00,000 2,000.00 7,000.00 7,000.00 (b) Issued , subscribed and fully paid up Equity shares of ` 1,000 each with voting rights ...... 4,01,000 4,010.00 4,01,000 4,010.00 Total ...... 4,01,000 4,010.00 4,01,000 4,010.00 Refer Notes (i) to (iv) below Notes: (i) Reconciliation of the number of shares issued and amount outstanding at the beginning and at the end of the reporting year: Particulars As at 31 March, 2015 As at 31 March, 2014 Number of `in lakhs Number of `in lakhs shares shares Equity shares with voting rights Opening Balance and Closing Balance ...... 4,01,000 4,010.00 4,01,000 4,010.00

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

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

Number of Number of shares shares

Equity Shares with voting rights

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

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

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

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

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

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

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

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

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

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

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

Number of % holding in Number of % holding in shares that class of shares that class of shares shares Equity shares with voting rights Tata Sons Limited ...... 1,67,400 41.75% 1,67,400 41.75% Tata Motors Limited ...... 50,000 12.47% 50,000 12.47% Tata Chemicals Limited ...... 48,000 11.97% 48,000 11.97% Tata Steel Limited ...... 28,616 7.14% 9,480 2.36% Ewart Investments Limited ...... 25,000 6.23% 25,000 6.23% AF-TAAB Investment Company Limited ...... 20,500 5.11% 20,500 5.11%

NOTE 3 RESERVES AND SURPLUS

Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs (a) General reserve Opening balance and closing balance (refer note (ii) below)...... 10,247.51 10,247.51 (b) Securities Premium Account Opening balance and closing balance...... 18,090.00 18,090.00 (c) Contingency Reserve Opening balance...... 50.00 710.16 Less: Adjusted during the year (refer note (i) below and note 39(a))...... - 660.16 Closing balance...... 50.00 50.00 (d) Foreign Projects Reserve Opening balance and Closing balance...... 35.00 35.00 (e) Debenture Redemption Reserve Opening balance...... 4,900.00 1,633.33 Add: Additions during the year...... 1,225.00 3,266.67 Closing balance...... 6,125.00 4,900.00 (f) Surplus in Statement of Profit and Loss Opening balance...... 12,476.13 14,326.98 Less : Written Down Value as on 1st April 2014 of assets whose life has expired as per 183.10 - Schedule II of Companies Act, 2013 (deferred tax ` 62.24 lakhs) (Refer note 28)...... Add: Profit for the year...... 438.99 1,816.82 Less: Dividends proposed to be distributed to equity shareholders...... 401.00 401.00 Less: Tax on dividend...... 59.63 - Less: Transferred to Debenture redemption reserve...... 1,225.00 3,266.67 Closing balance...... 11,046.39 12,476.13 Total 45,593.90 45,798.64

61 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

NOTE 3 RESERVES AND SURPLUS (contd.)

Notes :

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

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

NOTE 4 LONG-TERM BORROWINGS

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

Long term Current Total Long term Current Total maturities maturities - - (Refer (Refer note 9) note 9)

` in lakhs ` in lakhs

(a) Debentures - Unsecured

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

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

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

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

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

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

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

Notes:

(i) During the year 2010-11 the Company had purchased 1,193 equity Shares of ` 100 each aggregating to 76% of the total issued and paid-up equity capital of Bachi Shoes (India) Limited and 41,800 equity shares of ` 10 each aggregating to 69.67% of the total issued and paid-up equity capital of Euro Shoe Components Private Limited for a consideration of ` 24,700 lakhs. The Company issued and allotted 2,450 Unsecured Redeemable, Non-Convertible Zero Coupon Debentures (NCDs) of the face value of ` 10,00,000 (Rupees Ten Lakhs only) each, for a period of 5 (five) years on a private placement basis aggregating to` 24,500 lakhs and paid ` 200 lakhs in cash as consideration for the above investment. Further, as per the Shareholder’s agreement dated December 27, 2010, between the Company and the remaining shareholders of Bachi Shoes (India) Limited, the Company will pay ` 2,300 lakhs, within 15 days from the audited accounts being adopted by the Board, as additional consideration to the remaining shareholders of Bachi Shoes (India) Limited, if Bachi Shoes (India) Limited achieves an average Earnings Before Interest and Tax of ` 4,700 lakhs per annum during the period October 1, 2010 to March 31, 2014. However, since Bachi Shoes (India) Limited has not achieved the Earnings as stated above, no additional consideration is payable.

62 (ii) Details of security provided in respect of secured long term borrowings: . Particulars As at 31-03-15 As at 31-03-14 Details of security (March, 2015 and March, 2014) ` in lakhs ` in lakhs Term Loan from First Rand 359.33 1,018.00 Secured against First pari-passu charge on the immovable Bank property of the company situated at Dewas and hypothecation of plant and machinery situated therein. External Commercial 3,417.46 3,789.29 Secured against exclusive charge by way of mortgage of Borrowings from ICICI Bank, immovable fixed assets and hypothecation of the company’s Bahrain movable fixed assets respectively acquired out of the bank finance. Total 3,776.79 4,807.29 . (iii) Terms of repayment

Particulars Amount of Start date Maturity Rate of Repayment of Number of Borrowing Date Interest Instalments Instalments ` in lakhs (a) Privately placed non- - December December Zero coupon - One convertible debentures (Refer 2010 2015 note (i) above) (b) Term loans - Secured Term Loan from First Rand - April, 2011 November, 10.75% per ` 98.69 lakhs 15 quarterly Bank 2015 annum instalments starting from February 2012 ` 19.73 lakhs 16th Instalment - February, November, 10.75% per ` 65.98 lakhs 15 quarterly 2011 2015 annum instalments starting from February 2012 ` 10.26 lakhs 16th Instalment External Commercial Borrowing 2725.83 September, September, 3-months US$ 195000 in 20 quarterly from ICICI Bahrain (6.5 Million 2011 2018 USD LIBOR 1st year instalments; USD) + 475 bps US$ 260000 in First instalment (Hedged 2nd year due on January through US$ 325000 in 17, 2014 Interest Rate 3rd year Swap @ US$ 390000 in 5.72% p.a.) 4th year US$ 455000 in 5th year

NOTE 5 OTHER LONG-TERM LIABILITIES

Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs Other payables: (i) Payables on purchase of fixed assets...... - 7.04 (ii) Trade / security deposits received ...... 186.43 203.40 Total ...... 186.43 210.44

63 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

NOTE 6 LONG-TERM PROVISIONS

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

` in lakhs ` in lakhs

Provision for employee benefits:

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

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

Total ...... 753.78 612.27

NOTE 7 SHORT-TERM BORROWINGS Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs (a) Other loans and advances - secured (Refer Note (i) below) Export packing credit...... 11,509.73 19,803.59 Buyers credit...... 8,362.06 2,695.55 19,871.79 22,499.14 (b) Other loans and advances - Unsecured Export packing credit...... 7,953.64 8,091.63 Buyers credit...... 4,457.16 3,221.87 Working capital demand loan...... - 1,600.00 12,410.80 12,913.50 Total...... 32,282.59 35,412.64

Note: (i) Details of security in respect of secured loans and advances :- Particulars Details of Security (March, 2015 and March, 2014) (a) Export packing credit Secured against whole of the current assets (present and future) of the Company. (b) Buyers credit Secured against first charge by way of hypothecation of the Company’s entire stocks of raw materials, semi-finished and finished goods, consumable stores and spares and such other movables including book-debts, bills whether documentary or clean, outstanding monies, receivable, both present and futures, in a form and manner satisfactory to the bank, ranking pari-passu with other participating banks.

NOTE 8 TRADE PAYABLES

Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs Trade payables: - Micro and Small Enterprises (Refer Note 36) ...... 49.74 82.08 - Others ...... 29,362.04 26,250.74 Total...... 29,411.78 26,332.82

64 NOTE 9 OTHER CURRENT LIABILITIES

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

` in lakhs ` in lakhs

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

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

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

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

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

(d) Other payables

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

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

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

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

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

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

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

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

NOTE 10 SHORT-TERM PROVISIONS Particulars As at 31 March, 2015 As at 31 March, 2014

` in lakhs ` in lakhs

(a) Provision for employee benefits:

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

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

156.29 152.60

(b) Provision - Others:

(i) Provision for tax (net of advance tax ` 6,553.81 Lakhs) (As at 31 March, 2014 5,839.61 5,712.46 ` 6,198.47 Lakhs) ......

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

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

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

6,319.05 6,138.81

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

65 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

- -

88.78 43.00 51.89 51.89 23.26 22.98 53.62 14.80 53.12 79.63 18.90 93.34 93.34 420.00 241.26 239.77 164.38 146.41 490.83 100.03 420.00 140.27 126.61 242.71 4,825.21 5,254.65 as at as at 2015 12,037.58 12,089.47 3,611.99 3,302.20 8,086.84 8,180.18 31 March 31 March - - Net Block Net 2.90 11.55 310.04 506.22 647.37 276.94 308.76 641.04 501.74 164.90 738.14 120.34 858.48 345.20 610.28 749.53 293.36 388.64 802.54 729.58 241.26 762.25 120.34 882.59 3,121.08 7,882.32 14,371.96 15,230.44 3,023.29 9,816.95 17,003.56 17,886.15 Upto 31 Upto March 2015 March ------5.33 8.57 1.19 0.03 48.01 59.02 14.07 46.88 183.10 183.10 Transition Transition (Refer Note 28) Note (Refer against Surplus of Profit and Loss and of Profit adjustment recorded recorded adjustment balance in Statement in Statement balance ------4.14 6.51 2.70 8.93 53.60 30.32 30.32 35.09 61.85 81.93 11.50 10.07 68.94 14.83 10.00 352.83 598.65 628.97 688.06 130.86 943.19 943.19 of assets on disposal Adjustment Adjustment - - - Depreciation Depreciation 0.34 4.67 0.28 38.56 17.43 30.93 65.57 92.79 35.98 26.58 30.31 56.89 35.16 25.30 89.80 39.48 24.11 24.11 481.03 194.21 Year Year 584.94 104.06 105.09 161.47 228.60 1,045.81 2,007.32 2,064.21 For the For 2,017.48 3,391.66 3,415.77 - - 11.21 90.03 11.55 305.37 467.66 488.25 321.36 281.97 657.40 415.46 131.62 741.88 831.91 45.56 lakhs ) set up by the company for which the Ministry for 45.56 lakhs the company of Non-Conventional ) set up by 310.04 506.22 647.37 276.94 308.76 641.04 501.74 164.90 738.14 120.34 858.48 ` 2,693.65 7,189.34 12,963.29 13,795.20 3,121.08 7,882.32 Upto 1 Upto 14,371.96 15,230.44 April 2014 April

34.81 25.88 420.00 398.82 747.48 887.14 120.34 319.94 473.14 787.45 992.57 264.93 790.03 910.37 420.00 398.82 750.55 876.14 308.16 441.76 882.17 972.29 260.16 855.59 120.34 975.93 7,946.29 as at as at 2015 13,136.97 26,409.54 27,319.91 6,635.28 13,119.15 25,090.36 26,066.29 31 March 31 March ------9.62 43.25Lakhs). 87.29 77.89 82.20 23.48 33.67 40.75 40.75 99.51 90.58 25.57 11.78 69.17 21.11 10.00 ` 874.98 220.33 294.79 1,409.46 1,450.21 1,318.79 1,941.29 1,941.29 for the year the year for Adjustments Adjustments Deductions / 45.56 lakhs 2014- ( net ) (31st March, ` ------Gross Block Gross 7.78 3.07 0.83 5.23 87.99 31.78 67.71 73.38 45.53 45.53 90.58 90.58 14.57 37.79 94.72 65.56 65.56 994.58 356.05 112.31 year year 276.97 622.12 687.68 1,723.80 1,769.33 for the for Additions Additions

43.25 Lakhs 2014 (31st March 34.81 ` 34.81 420.00 398.82 747.48 751.42 397.83 450.98 757.34 948.34 225.22 785.25 120.34 905.59 420.00 398.82 747.48 887.14 319.94 473.14 787.45 992.57 264.93 790.03 120.34 910.37 as at as at 7,945.59 2014 26,095.20 1 April 1 April 13,017.37 27,000.79 7,946.29 13,136.97 26,409.54 27,319.91

......

0.13 lakhs 2014-Rs 0.13 lakhs), in Co-operative Housing Societies. (31st March, of shares being cost ...... ` ...... Fixed Assets Assets Fixed ...... Energy, Govt of India has contributed of India Govt has contributed Energy, Rs 8.92 lakhs) of Rs Nil 2014 Rs 125.37 lakhs and machinery block of Rs Nil (31st March and plant 2014 Rs 313.58 lakhs) depreciation (31st March a gross and accumulated having 3. Fixed Asset includes assets held for sale being lease hold land having a gross block of Rs Nil (31st March 2014 Rs 8.92 lakhs) and accumulated depreciation of Rs Nil 2014 block of Rs Nil (31st March 2014 Rs 8.92 lakhs) depreciation (31st March a gross and accumulated sale being lease hold land having includes assets held for Asset 3. Fixed 2. Plant & Machinery2. Plant of a Bio- includes cost Methanation Plant Tangible Asset : Asset Tangible Land Leasehold Land Freehold Building Own Use Lease Under Operating Given and MachineryPlant Owned Lease Under Operating Given and Fixtures Furniture Vehicles Office Equipment Computer Electrical Installation and Conditioner Air : Total - Assets Tangible year Previous Software Computer Mark/ Drawings Design Trade : Total - Intangible Assets year Previous Total Year Previous

I ) Refrigerators : Assets II ) Intangible 1. Buildings include Note NOTE 11 FIXED ASSETS FIXED 11 NOTE

66 NOTE 12 NON-CURRENT INVESTMENTS Investments ( At Cost ) Particulars Number of Face Value Per Unit As at 31 As at 31 Shares March, March, 2015 2014 ` in lakhs ` in lakhs SHARES : TRADE Unquoted : (a) In Subsidiary Companies - Equity Shares: Tata South-East Asia Limited ...... 8,51,070 HK $ 10.00 125.01 125.01 Tata West Asia FZE (Converted Share holder loan to equity) [Provision for dimunition 11 (previous DH 1,524.05 ** 339.10 - ` 660.16 lakhs (previous year - Nil)] ...... year - 3shares) 10,00,000.00 Tata Africa Holdings (SA) (Proprietary) Limited ...... 743,17,960 1.00 4,221.31 4,221.31 Rand TIL Leather (Mauritius) Ltd ...... 1,000 USD 1.00 0.44 0.44 Bachi Shoes India Limited ...... 4,772 ` 100.00 22,270.15 22,270.15 Euro Shoes Components Private Limited ...... 41,800 ` 10.00 2,429.85 2,429.85 Tata International Singapore Pte Limited (Refer Note no. 33 a ) ...... 141,00,000 USD 1.00 7,726.56 7,726.56 (b) In Joint Ventures Tata International GST AutoLeather Limited (Invested during the year)...... 6,29,994 ` 10.00 63.00 - (c) In Other Companies - Equity Shares Dewas Tanneries Private Limited ...... 804 ` 100.00 0.80 ** 0.80 ** 38,361.17 37.113.22 OTHER INVESTMENTS Quoted - Equity Shares: (Refer Note no. 33 a ) Titan Industries Limited ...... 25,59,589 ` 10.00 57.72 57.72 Tata Consultancy Services Limited ...... 83,232 ` 1.00 141.49 141.49 199.21 199.21 Unquoted : (i) Equity Shares (a) In Subsidiary Company Drive India Enterprise Solutions Limited ...... 25,60,206 ` 10.00 32.50 32.50 (b) In Joint Ventures Tata Precision Industries (India) Limited ...... 2,00,000 ` 100.00 * * Tata International DLT Private Limited ...... 85,400 ` 1,000.00 854.00 854.00 Tata International Wolverine Brands Limited ...... 199,99,994 ` 10.00 2,000.00 2,000.00 (c) In Associate Company Tata Ceramics Limited 395,64,952 ` 2.00 811.14 811.14 (d) In Other Companies Tata Projects Limited (Transferred to Current Investments) ...... 90,000 ` 100.00 - 17.50 Oriental Floratech India Limited ...... 5,60,000 ` 10.00 56.00 56.00 Tata Industries Limited (Refer Note no. 33 b ) ...... 33,84,486 ` 100.00 5,812.99 5,812.99 Tata Sons Limited ...... 1,477 ` 1,000.00 11,901.69 11,901.69 Tata Services Limited ...... 198 ` 1,000.00 1.98 1.98 Tata Capital Limited ...... 7,90,592 ` 10.00 134.81 134.81 Tata Employees Consumers Co-operative Society Limited ...... 50 ` 100.00 0.05 0.05 Trent Retail Private Limited ...... 995 ` 100.00 1.90 1.90 Pran Agro Services Limited ...... 18 ` 10.00 * * Surat Diamond Industries Limited ...... 1,000 ` 100.00 1.00 ** 1.00 ** Virendra Garments Manufacturers Limited ...... 1,200 ` 100.00 * * (ii) Preference Shares (a) In Joint Ventures Tata Precision Industries (India) Limited ( 6% Non Cumulative Redeemable Preference Shares) 1,50,000 ` 100.00 * * Tata Precision Industries (India) Limited ( 6% Non Cumulative Redeemable Preference Shares) 1,50,000 ` 100.00 150.00 150.00 (b) In Other Companies Pran Agro Services Limited ( 5% Non Cumulative Redeemable Preference Shares)...... 500 ` 100.00 0.50 0.50 21,758.56 21,776.06 DEBENTURES / BONDS Quoted: (Refer Note no. 33 a ) The Tata Power Company Limited ( 11.40% Perpetual Bond) ...... 150 ` 1,558.00 1,558.00 10,00,000.00 Tata Steel Limited ( 11.80% Perpetual Bond) ...... 500 ` 5,314.74 5,314.74 10,00,000.00 Tata Steel Limited ( 11.50% Perpetual Bond) ...... 250 ` 2,577.62 2,577.62 10,00,000.00 9,450.36 9,450.36 31,408.13 31,425.63 69,769.30 68,538.85 Less: Provision for diminution in the value of Investments ** 1,529.11 868.94 68,240.19 67,669.91 Notes: 1. Aggregate Book Value of Quoted Investments: ` 9,649.57 Lakhs (31st March, 2014 - ` 9,649.57 Lakhs ) 2. Aggregate Book Value of Unquoted Investments: ` 60,137.23 Lakhs (31st March, 2014 - ` 58,889.27 Lakhs ) 3. Aggregate Market Value of Quoted Investments: ` 21,866 Lakhs (31st March, 2014 - ` 17,928.28 Lakhs ) 4. * Value is less than ` 500/- 5. Long term investments as per Accounting standard 13 - Accounting for Investment (net of provision) is ` 68,240.19 Lakhs (March 31, 2014 - ` 67,669.91 Lakhs) 67 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

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

Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs (a) Capital advances ...... 15.34 5.59 (b) Security deposits ...... 564.42 543.98 (c) Loan and advances to related parties ...... Considered good - Tata West Asia FZE (Refer note 39(a)) ...... 327.69 926.89 - Tata International Wolverine Brands Limited ...... 245.24 - Doubtful (represents dues from Tata West Asia - Refer note 39(a)) ...... - 660.16 572.93 1,587.05 Less: Provision for doubtful loans and advances ...... - 660.16 572.93 926.89 (d) Advance income tax (Net of Provisions ` 7,241.71 Lakhs (As at 31 March, 2014 ` 7,491.71 Lakhs) ...... 5,345.88 4,559.81 (e) MAT credit entitlement ...... 1,105.71 1,105.71 (f) Other loans and advances (i) Advance to Suppliers Considered good ...... 292.10 386.97 Considered doubtful ...... 231.59 231.59 523.69 618.56 Less: Provision for other doubtful loans and advances ...... 231.59 231.59 292.10 386.97 (ii) Other Advances Considered good ...... 100.72 224.65 Considered doubtful ...... 300.23 254.59 400.95 479.24 Less: Provision for other doubtful loans and advances ...... 300.23 254.59 100.72 224.65 Total ...... 7,997.10 7,753.60

NOTE 14 CURRENT INVESTMENTS

Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs Other current investments (At lower of cost and fair value, unless otherwise stated) (Refer note (ii) below) Unquoted (a) Equity - in other companies Tata Projects Limited (90,000 shares of `100/- each fully paid up) 17.50 - (Transferred from Long Term Investment)...... 17.50 - (b) Mutual Funds Tata Liquid Fund Direct Plan Daily Dividend Mutual Fund - 29,398.33 units (31st March, 2014 - 327,723.18 units) ...... 327.66 3,652.54 327.66 3,652.54 Total ...... 345.16 3,652.54 Notes: (i) Aggregate amount of unquoted investments 345.16 3,652.54 (ii) Current investments as per Accounting standard 13 -Accounting for Investment is ` 345.16 lakhs (31st March, 2014: ` 3,652.54 lakhs)

68 NOTE 15 INVENTORIES (At lower of cost and net realisable value) Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs (a) Raw materials ...... 12,140.17 7,072.65 (b) Work-in-progress (Leather and Leather Products) ...... 2,841.89 3,007.26 (c) Contract Work-in-progress ...... 83.68 - (d) Finished goods : Manufactured ...... 3,873.03 3,048.67 Traded ...... 2,918.02 2,660.83 Goods-in-transit ...... 987.61 - 7,778.66 5,709.50 (f) Stores and spares ...... 3,033.64 2,167.38 Goods-in-transit ...... 11.35 - 3,044.99 2,167.38 Total ...... 25,889.39 17,956.79

Note 16 Trade receivables Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs Trade receivables outstanding for a period exceeding six months from the date they were due for payment Unsecured, considered good ...... 3,096.96 1,855.23 Unsecured, considered doubtful ...... 1,288.78 1,217.52 4,385.74 3,072.75 Less: Provision for doubtful trade receivables ...... 1,288.78 1,217.52 3,096.96 1,855.23 Other Trade receivables ...... Unsecured, considered good ...... 19,915.66 20,555.74 Unsecured, considered doubtful ...... - 23.84 19,915.66 20,579.58 Less: Provision for doubtful trade receivables ...... - 23.84 19,915.66 20,555.74 Total ...... 23,012.62 22,410.97

NOTE 17 CASH AND CASH EQUIVALENTS

Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs A. Cash and cash equivalents (as per AS 3 Cash Flow Statements) (a) Cash on hand ...... 20.43 7.01 (b) Balances with banks (i) In current accounts ...... 528.64 643.87 (ii) In EEFC accounts ...... 19.56 3.18 (iii) In deposit accounts - original maturity of 3 months or less...... 248.59 482.40 Total - Cash and cash equivalents (A)...... 817.22 1,136.46 B. Other bank balances Balances held as margin money - original maturity of more than 3 months but less than 12 months ...... 4.81 6.59 - original maturity of more than 12 months ...... 27.61 7.42 Total - Other bank balances (B)...... 32.42 14.01 Total Cash and cash equivalents (A+B)...... 849.64 1,150.47 69 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

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

Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs (a) Loans and advances to related parties Advance to Joint Ventures : Tata International Wolverine Brands Limited ...... - 242.42 Tata International GST AutoLeather Limited ...... - 27.19 Advance to Subsidiaries : Tata International Singapore Pte Limited ...... - 147.76 Tata International Metals (UK) Limited ...... - 22.58 (b) Security deposits ...... 50.19 59.10 (c) Loans and advances to employees ...... 202.17 147.49 (d) Prepaid expenses ...... 243.38 247.07 (e) Balances with government authorities ...... (i) VAT credit receivable ...... 1,283.52 1,088.85 (ii) Export incentive receivable ...... 3,966.31 5,273.92 5,249.83 6,362.77 (f) Other loans and advances (i) Deposits with Port Trust, Customs Etc...... 745.06 562.71 (ii) Advance to Suppliers Secured, considered good ...... - 300.00 Unsecured, considered good ...... 2,590.40 2,149.45 (iii) Advance towards purchase of Mutual Fund ...... 210.00 568.00 (iv) Other Advances (service tax refund receivable & charges recoverable) ...... 907.57 637.38 4,453.03 4,217.54 Total ...... 10,198.60 11,473.92

NOTE 19 OTHER CURRENT ASSETS Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs (a) Accruals (i) Interest accrued on investments ...... 203.54 206.30 (ii) Dividend receivable ...... 1,997.41 4,980.34 (b) Others (i) Commission on Guarantee receivable from Subsidiary ...... 944.41 - Total ...... 3,145.36 5,186.64

NOTE 20 REVENUE FROM OPERATIONS

Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs (a) Sale of products (Refer note 42) ...... 1,51,621.94 1,35,035.24 (b) Other operating revenues (refer note (i) below)...... 7,502.12 6,039.18 Revenue from operations (gross) ...... 1,59,124.06 1,41,074.42 (c) Less: Excise duty ...... 49.17 39.69 Total ...... 1,59,074.89 1,41,034.73

70 NOTE (I) OTHER OPERATING REVENUES Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs Other operating revenues comprise: Sale of scrap ...... 1,108.41 506.50 Duty drawback and other export incentives ...... 6,383.54 5,349.96 Service Charges ...... 10.17 182.72 Total ...... 7,502.12 6,039.18

NOTE 21 OTHER INCOME Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs (a) Interest income (Refer Note (i) below) ...... 1,126.44 1,506.85 (b) Commission on Guarantee to Subsidiary ...... 939.83 - (c) Dividend income: from current investments Mutual Fund ...... 118.12 116.93 from long-term investments Subsidiaries (net of reversal of NIL during the year, previous year ` 179.28 Lakhs) 2,105.52 6,874.66 Others ...... 279.34 237.73 (c) Net gain on foreign currency transactions and translation ...... 171.16 - (d) Other non-operating income (i) Rental income from operating leases ...... 228.01 308.32 (ii) Profit on sale of fixed assets...... 42.80 - (iii) Cash discount received ...... 260.51 283.41 (iv) Liabilities / Provisions no longer required written back...... 187.85 31.54 (v) Grants received from DIPP, Ministry of Commerce & Industry, Government of India (Refer note 47)...... 187.17 - (vi) Service tax refund ...... 61.96 11.79 (vii) Others ...... 164.12 96.39 Total...... 5,872.83 9,467.62

NOTE (I) INTEREST INCOME Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs Interest income comprises: Interest from banks on: Deposits ...... 32.41 205.32 Interest on loans and advances ...... 22.95 44.93 Interest income from long term investments: Perpetual bonds ...... 1,047.71 1,047.71 Interest on income tax refund ...... 22.49 199.81 Other interest ...... 0.88 9.08 Total...... 1,126.44 1,506.85

71 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

NOTE 22.A COST OF MATERIALS CONSUMED [REFER NOTE 42(B)] Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs Opening stock ...... 7,072.65 6,914.40 Add: Purchases ...... 78,005.34 61,993.17 85,077.99 68,907.57 Less: Closing stock ...... 12,140.17 7,072.65 Total ...... 72,937.82 61,834.92

NOTE 22.B PURCHASE OF TRADED GOODS Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs Leather and Leather Products ...... 2,209.69 5,455.31 Metals ...... 28,155.77 24,821.92 Distribution Products ...... 1,196.35 850.60 Minerals ...... 5,579.42 9,812.06 Agro ...... 5,778.34 - Total ...... 42,919.57 40,939.89

NOTE 22.C CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs Inventories at the beginning of the year: Finished goods ...... 5,709.50 4,097.74 Work-in-progress ...... 3,007.26 2,380.76 8,716.76 6,478.50 Inventories at the end of the year: Finished goods ...... 7,778.66 5,709.50 Work-in-progress ...... 2,841.89 3,007.26 Contract work-in-progress ...... 83.68 - 10,704.23 8,716.76 Total ...... (1,987.47) (2,238.26) Inventories at the beginning of the year: Finished goods (Traded) ...... - 159.84 - 159.84 Inventories at the end of the year: Finished goods (Traded) ...... - 12.25 - 12.25 Less: Changes in inventories of stock-in-trade (Refer note 29) ...... - 147.59 Net Changes in inventories of finished goods, work-in-progress and stock-in-trade (1,987.47) (2,385.85)

72 NOTE 23 EMPLOYEE BENEFITS EXPENSE Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs Salaries and wages ...... 9,159.60 8,061.66 Contributions to provident and other funds ...... 800.65 532.86 Staff welfare expenses...... 619.28 535.99 Total ...... 10,579.53 9,130.51

NOTE 24 FINANCE COSTS Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs (a) Interest expense on: (i) Borrowings ...... 3,143.41 2,422.53 (ii) Others - Interest on Bill Discounting ...... 463.43 336.87 - Others ...... 31.78 143.25 (b) Other borrowing costs ...... 637.84 526.88 Total...... 4,276.46 3,429.53

NOTE 25 OTHER EXPENSES Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs Consumption of stores and spare parts ...... 11,951.65 9,836.73 Processing Charges ...... 8,129.62 5,883.61 Duty, Clearing, Forwarding and Other Charges ...... 6,048.66 5,189.71 Power and fuel ...... 1,785.96 1,659.09 Service Charges ...... 565.33 662.41 Rent including lease rentals ...... 1,147.88 1,042.40 Repairs and maintenance - Buildings ...... 185.13 240.80 Repairs and maintenance - Machinery ...... 173.20 121.44 Repairs and maintenance - Others ...... 387.73 423.49 Insurance ...... 76.19 72.04 Rates and taxes ...... 61.43 87.05 Travelling and conveyance ...... 889.84 937.03 Sales expense ...... 3,246.02 2,735.74 Legal and professional fees ...... 1,349.95 861.92 Payments to auditors (Refer Note (i) below) ...... 137.14 123.70 Trade and other receivables, loans and advances written off...... 0.41 - Provision for doubtful debts ...... 47.42 50.64 Provision for doubtful advances ...... 32.81 22.69 Loss on foreign currency transactions and translation (net) ...... - 1,735.00 Loss on fixed assets sold / scrapped / written off...... 0.69 7.52 Miscellaneous expenses ...... 2,249.93 1,958.52 Total ...... 38,466.99 33,651.53

73 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

NOTE (I) PAYMENTS TO AUDITORS

Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs Audit fees ...... 66.63 34.83 In other capacities: Taxation matters ...... 15.73 12.36 Other services ...... 53.56 75.27 Reimbursement of Expenses ...... 1.22 1.24 Total ...... 137.14 123.70

The remuneration disclosed above includes fees of ` 40.47 Lakhs (31st March, 2014- ` 42.99 Lakhs) for attest and other professional services rendered by a firm of accountants in which some partners of the firm of statutory auditors are partners.

NOTE 26 EXCEPTIONAL ITEMS

Particulars As at 31 March, 2015 As at 31 March, 2014 ` in lakhs ` in lakhs Profit on sale of fixed assets...... 6,324.94 698.62 Total ...... 6,324.94 698.62

27 Managerial Remuneration Amount in ₹ lakhs Particulars 2014-15 2013-14 i) Salary and Allowance** 224.13 610.92 ii) Contribution to Provident and Superannuation Fund 12.24 10.80 iii) Other Perquisites 0.40 0.40 iv) Directors sitting fees (Non-Whole time Directors) 22.50 11.10 Sub Total * 259.26 633.22 v) Gratuity and Leave Encashment Paid - - Total 259.26 633.22

* above excludes charge for gratuity and provision for leave encashment as separate actuarial valuation figures are not available.

** Salary and Allowance for 2013-14 includes Performance Bonus of ₹ 395 Lakhs for the years 2011-12 and 2012-13.

During the year ended March 31, 2011, the Company had paid managerial remuneration in excess of limits prescribed under Schedule XIII to Executive Director and Managing Director of ₹ 5.47 Lakhs and ₹ 63.18 Lakhs respectively. During the year, the company has received approval from Central Government of India for waiver of the excess remuneration.

28 During the year, pursuant to the notification of Schedule II to the Companies Act, 2013 with effect from April 1, 2014, the Company has revised the estimated useful life of its assets to align the useful life with those specified in Schedule II. The company has obtained independent technical advice in support of useful life of assets. The details of previously applied depreciation rates / useful life are as follows: Asset Previous depreciation rate / useful life Revised useful life Factory Buildings 10.00% / ~ 43 years 30 years General Plant and Machinery 13.91% / ~ 30 years 15 years Furniture and Fittings 18.10% / ~ 23 years 10 years Office equipment 13.91% / ~ 30 years 5 years Computers 40.00% / ~ 9 years 3 years Electrical Installation 13.91% / ~ 30 years 10 years

74 Pursuant to the transition provisions prescribed in Schedule II to the Companies Act, 2013, the Company has fully depreciated the carrying value of assets net of residual value, where the remaining useful life of the asset was determined to be nil as on April 1, 2014, and has an adjustment of `183.10 lakhs (deferred tax of ` 62.24 lakhs) against the opening Surplus balance in the Statement of Profit and Loss under Reserves and Surplus.

The depreciation expense in the Statement of Profit and Loss for the year is higher by ` 1,614.03 lakhs consequent to the change in the useful life of the assets.

29 Discontinuing operations During the previous year, the Board of Directors of the Company decided to exit from Retail business. As per the direction of the Board of Directors, the company had closed the Retail business. The Retail business was reported as part of primary segment of the Company. The results of the discontinued business during the previous year were as follows:

Amount in ₹ lakhs Particulars 2013-14 Sale of products 238.48 Other Income 9.24 Total revenue (A) 247.72 Purchases of stock-in-trade - Changes in inventories of finished goods, work-in-progress and stock-in-trade 147.59 Employee benefits expense 152.21 Finance costs 4.71 Depreciation and amortisation expense 234.73 Other expenses 635.10 Total expenses (B) 1,174.34 (Loss) before tax from ordinary activities (A-B) (654.27) Add : (Loss) on disposal of assets attributable to the discontinuing operations (272.35) (926.62) (Less): Tax credit for discontinuing operations (194.22) (Loss) after tax of discontinuing operations (732.40) Carrying amount of assets as at the balance sheet date relating to the discontinued business to be disposed off 107.59 Carrying amount of liabilities as at the balance sheet date relating to the discontinued business to be settled 98.69 Net cash flow attributable to the discontinued business Cash flows (used in) operating activities (279.98) Cash flows from/(used in) investing activities 4.60 Cash flows (used in) financing activities (4.71)

30 Contingent Liability

(a) Claims against the Company not acknowledged as debts comprise of :

(i) Sales tax / Entry Tax Demand notices aggregating to ₹ 757.73 lakhs (31 March 2014- ₹ 435.29lakhs) have been issued by various State Sales Tax Authorities relating to issue of applicability and classification.

(ii) Service tax The Service Tax department, Mumbai has issued demand and recovery notices aggregating to ₹ 0.55 lakhs (31 March 2014- ₹ 0.55 lakhs) including interest, towards service tax allegedly payable by the Company for the period 2005 to 2009. The Service Tax Authorities contend that the Company was rendering services as “Clearing & Forwarding Agents” during the said period and was, therefore chargeable to service tax in respect of those services. The Service Tax department, Dewas has raised demands of ₹ 18.77 lakhs (31 March 2014- ₹ 18.77 lakhs) for import of services during the period 2004 to 2009. The matter is under appeal.

75 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

(iii) Taxation matters Demand against the Company not acknowledged as debts and not provided for relating to issues of transfer pricing, deductibility and taxability in respect of which the Company is in appeal :- Income Tax: ₹ 2,410.33 lakhs (31 March 2014- ₹ 2,836.85 lakhs)

(iv) DEPB / Drawback claims DEPB / Drawback claims rejected by Commissioner of Customs (Appeals) disputed by the Company relating to issue of inadmissibility aggregating to ₹ 3,205.11 lakhs (31 March 2014- ₹ 2,282.82 lakhs).

(v) Excise Duty The Excise Department at Dewas has raised a demand of ` 232.72 lakhs (31 March 2014 - Nil) alleging that the Company alleging that the activity of mixing of chemicals amounts to manufacturing and hence exigible to excise duty. The Company is contesting the claim before Commissioner of Central Excise.

(v) Other Matters ₹ 186.13 lakhs (31 March 2014- ₹ 193.71 lakhs) Future cash outflows in respect of above matters are determinable only on receipt of judgments / decisions pending at various forums / authorities.

(b) (i) Bills discounted not matured ₹ 5,163.72 lakhs (31 March 2014 - ₹ 4,460.52 lakhs).

(ii) Full particulars of guarantees given together with purpose in terms of section 186 (4) of the Companies Act, 2013

Name of entity Amount Full Purpose Particulars of guarantees 31-Mar-15 31-Mar-14 Foreign ₹ lakhs Foreign ₹ lakhs Currency Currency in Million in Million Guarantees Given TAHL (Mauritius) Power - - USD 25.00 15,024.95 Corporate Investment by the Projects Limited Guarantee against subsidiary in a joint (wholly-owned Term Loan of venture with subsidiary) US$25 Million Zambia Electricity provided by ICICI Supply Co Limited Bank Limited to the for setting up subsidiary. a hydel power project. Monroa Portugal, EUR 0.35 238.75 EUR 0.35 291.89 Counter guartee Shops taken on Comércio E Serviços, given by HSBC lease by the Unipessoal Lda India to HSBC Spain subsidiary at (subsidiary) against guarantees Portugal for its issued by them on footwear retail behalf of the operations. subsidiary. Tata International - USD 65.20 39,185.07 Corporate Term loan was Singapore Pte Limited Guarantee against availed to finance (wholly-owned Term Loan of shareholders’ subsidiary) US$32 Million and loan given by the Working Capital subsidiary to its facilities of US$30 subsidiary at Hong Million provided by Kong and working ICICI Bank Limited capital facilities for to the subsidiary. its trading operations.

76 Name of entity Amount Full Purpose Particulars of guarantees 31-Mar-15 31-Mar-14 Foreign ₹ lakhs Foreign ₹ lakhs Currency Currency in Million in Million Tata International - USD 40.50 24,340.42 Standby Letter of Investment by Singapore Pte Limited Credit against Term the subsidiary (wholly-owned Loan of US$45 for acquisition of subsidiary) Mio provided by subsidiaries at UK, Standard Chartered Hong Kong and Bank Limited to the USA. subsidiary. Tata International SGD 325.00 1,47,870.13 SGD 62.50 29,653.88 Guarantee to the Repayment of Singapore Pte Limited holders of Senior debts, general (wholly-owned bonds of value SGD corporate purpose subsidiary) 50 Million and the and holders of re-capitalization of perpetual bonds of some value SGD 150 subsidiaries at Million. Africa Tata International - USD 50.00 30,049.90 Corporate Trading operations Metals (UK) Limited Guarantee against of the subsidiary. (formerly known as Working Capital Tata Steel International facilities of US$50 (UK) Limited) Million provided by (wholly-owned ING Belgium to the subsidiary) subsidiary. Tata International 500.00 500.00 Corporate Trading operations Wolverine Brands Guarantee against of the joint venture Limited (joint venture) Working Capital entity. facilities of INR 10 Crores provided by HSBC to the joint venture entity. Total 1,48,608.88 1,39,046.10

(iii) The Company has given counter-indemnity to Indian Hotels Company Limited (IHCL) against Letter of Comfort issued by IHCL to ICICI Bank PLC, UK (ICICI) for the loan provided by ICICI to a subsidiary of IHMS, SA (Pte Limited) South Africa (which is a joint venture between the company’s subsidiary Tata Africa Holdings (SA) Pty Ltd and IHCL) for its operations, for a value of ₹ 14,082.93 lakhs (equivalent to USD 22.5 million) (31 March 2014- ₹ 13,522.46 lakhs (equivalent to USD 22.5 million)).

31 (a) Capital Commitment Estimated amount of contracts remaining to be executed on capital account and not provided for as at 31 March 2015 is ₹ 765.02 lakhs (31 March 2014- ₹ 19.32 lakhs).

(b) Other Commitment

(i) As per the Agreement dated 21 September 2012, between the Company and a contractor, the Company has commitment of minimum procurement of 14,000 units of component or compensation up to ₹ 3.5 Lakhs per month. The termination clause has 9 months notice period, by which the minimum purchase commitment amounts to ₹ 31.5 Lakhs (31 March 2014- ₹ 31.5 Lakhs).

(ii) As per the Agreement dated 19 November 2013, between the Company and Collector, Naupada, Odisha for supply of bicycles to Coal India Limited towards their Corporate Social Responsibility obligations, the Company has pledged in favour of the Collector, a fixed deposit receipt of `18 lakhs as security for performance of the contract.

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Tata International Limited

(iii) As per the Joint Venture Agreement dated 23rd April 2014, between the Company, GST AutoLeather Inc. (joint venturer) and Tata International GST AutoLeather Limited (joint venture company), the Company has committed to subscribing to the equity share capital of the Joint Venture Company of ` 90 lakhs upto the year FY 2014-15 out of which `63 lakhs has been invested and the balance `27 lakhs will be invested in FY 2015-16.

32 The Company has given undertakings to banks / other entities for non-disposal of its shareholding in its subsidiaries against loans and other facilities extended by them to its subsidiaries as listed below:

• Tata Africa Holdings (SA) (Pty) Limited • Tata South East Asia Limited • Tata West Asia FZE • Tata International Singapore Pte Limited • Tata International Metals (UK) Limited (formerly known as Tata Steel International (UK) Limited) • Tata International Metals (Asia) Limited • Tata International Metals (Americas) Limited (formerly known as Tata Steel International (North America) Limited) • Calsea Footwear Private Limited • Moveon Componentes e Calcado S.A.

33 (a) The Company had pledged certain Non Current Investment in Shares and Bonds amounting to ₹ 17,376.13 lakhs against SBLC Facility (Stand By letter of Credit), issued in favour of Standard Chartered Bank - Singapore for term loan of USD 45 Million availed by Tata International Singapore Pte Ltd. The pledge has been released during the year consequent to repayment of the loan in full by Tata International Singapore Pte Ltd.

(b) The Company had created negative pledge on Non current investment in shares of Tata Industries Limited amounting to ₹ 5,812.99 Lakhs against SBLC Facility (Stand By letter of Credit), in favour of Standard Chartered Bank - Singapore for term loan of USD 45 Million availed by Tata International Singapore Pte Ltd. The negative pledge has been released during the year consequent to repayment of the loan in full by Tata International Singapore Pte Ltd.

34 Full particulars of loans given, investment made, security provided together with purpose in terms of section 186 (4) of the Companies Act, 2013

Name of entity Amount Full Purpose Particulars of 31-Mar-15 31-Mar-14 guarantees Foreign ₹ lakhs Foreign ₹ lakhs Currency Currency in Million in Million Loans Given (a) Tata West Asia FZE USD 0.02 11.61 USD 2.20 1,196.56 Shareholder loan To comply with the Jebel (wholly-owned of US$2.2 Million Ali Free Zone Authority subsidiary) of which US$ regulations requiring 2.179 Million was shareholder support converted into in case networth falls equity during the below 75% of equity. year (b) Investments made As detailed in Note 12 to the financial statements (c) Security provided Tata International USD 32.00 20,029.06 USD 32.00 19,231.94 Second charge on Shareholders’ loan given Singapore Pte current assets of the by the subsidiary to Limited (wholly- Company against its subsidiary at Hong owned subsidiary) Term Loan of US$32 Kong. Million provided by ICICI Bank Limited to the subsidiary.

78 35 The Components of Deferred tax arising on account of timing differences are as under:

Amount in ₹ lakhs Particulars 2014-15 2013-14 Deferred Tax Liabilities Depreciation 356.40 839.06 356.40 839.06 Deferred Tax Assets Provision for Doubtful Debts # 356.40 422.45 On carry forward tax losses and unabsorbed depreciation - 218.38 Others - 198.23 Total 356.40 839.06 Deferred tax (Liability) (net) - -

# Considered to the extent that there are compensating timing differences, reversal of which will result in sufficient income against which this can be realised.

36 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006:

Amount in ₹ lakhs

Particulars 2014-15 2013-14

(a) Dues remaining unpaid as on 31st March

Principal 80.25 80.97

Interest 2.59 0.07

(b) (i) Amounts paid to suppliers beyond the appointed day 557.97 361.26

(ii) Interest paid in terms of Sec.16 of the Act - 3.11

(c) Interest due and payable for the period of delay in payments made beyond the appointed day 9.47 - during the year”

(d) Interest accrued and remaining unpaid as on 31st March 7.78 -

(e) Interest due and payable even in the succeeding years until actually paid 3.25 0.07

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. This has been relied upon by the auditors.

37 The State Government of Madhya Pradesh had issued a Permanent Eligibility Certificate recognizing the Company as an “Exporting Industrial Unit”, thus exempting it from payment of Sales Tax and Entry Tax, till 24th January, 2007. In accordance there with the Company has lodged claims for refund of ₹ 215.08 lakhs (31st March, 2014 - ₹ 215.08 lakhs), being Entry Tax paid by the Company during the period 1994-1995 to 2006-2007. The said amount has been included in Note 13 - ‘Long term loans and advances’ under the heading Other Advance.

79 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

38 Earnings Per Share

Amount in ₹ lakhs 2014-15 2013-14 Continuing operations Profit/(loss) for the year from continuing operations attributable to the equity shareholders 438.99 2,549.22

Weighted Average No. of Equity Shares (Nos.) 4,01,000 4,01,000 Nominal Value of Equity Shares (₹) 1,000 1,000 Earnings per share from continuing operations - (₹) (Basic and Diluted) 109.47 635.72 Total operations Profit / (loss) for the year attributable to the equity shareholders 438.99 1,816.82 Weighted Average No. of Equity Shares (Nos.) 4,01,000 4,01,000 Nominal Value of Equity Shares (₹) 1,000 1,000 Earnings per share from total operations - (₹) (Basic and Diluted) 109.47 453.07

39 (a) The Company has a total exposure of ` 1,191.57 lakhs in Tata West Asia FZE (TWA), a wholly-owned subsidiary (31 March 2014 – ` 1,265.98 lakhs) net of provision. TWA has accumulated losses as at 31 March 2015, which has substantially eroded its net worth. In the opinion of the Management, having regard to the plans of TWA to recover dues from its customers and also the improving economic outlook in the region coupled with emerging opportunities in the region, no further provision is considered necessary.

(b) The Company has an investment of ` 2,000 lakhs (31st March-2014 – ` 2,000 lakhs) in Tata International Wolverine Brands Limited (TIWBL), a Joint Venture of the Company and has a recoverable of ` 245.24 lakhs Lacs (31st March 2014 – ` 242.42 lakhs). The Company has served an exit notice to the Joint Venture Partner in April, 2014. In the opinion of the Management, despite TIWBL’s negative net worth as per its unaudited financial information for the year ended 31 March 2015, having regard to the terms and conditions of the Joint Venture agreement, the legal options available and the business valuation of TIWBL obtained by the Company, the Company believes that it will be able to recover its investments and the recoverable from the Joint Venture partner, and accordingly no provision is considered necessary.

40 Employee’s Benefits A. Defined Benefit Plan

i) Provident Fund The Company makes monthly contributions to Provident Fund managed by Tata International Limited Provident Fund Trust (the “Trust”) for qualifying employees. Under the Scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. During the year the Company has contributed ₹ 205.18 lakhs (31 March 2014: ₹ 196.74 lakhs) to the Provident Fund Trust.

In keeping with the Guidance on Implementing Accounting Standard (AS) 15 (Revised) on Employee Benefits notified by the Companies (Accounting Standards) Rules, 2006, employer established provident fund trusts are treated as Defined Benefit Plans, since the Company is obliged to meet interest shortfall, if any, with respect to covered employees. According to the actuarial valuation, the Defined Benefit Obligation of Interest rate Guarantee on exempted Provident Fund in respect of employees of the Company as at 31 March 2015 works out to ₹ Nil and hence no provision is required to be provided in the books of accounts (31 March 2014 - ₹ 40.30 ) towards the guarantee given for notified interest rates. In carrying out an actuarial valuation of interest rate guarantee on exempt provident fund liability, expected investment return is compared with the guaranteed rate of interest and the expected shortfall is determined for a projection period of 3 year. This is further applied to accumulated value of the provident fund to arrive at the Defined Benefit Obligation.

The above process is carried out for 3 scenarios, one based on the prevailing rate of return, and the other two with 100 Basis Points upward and downward shifts in the expected rate of return and Defined Benefit Obligation of the interest rate guarantee is determined under these three scenarios. Defined Benefit Obligation of the interest rate guarantee is equal to the average of the Defined Benefit Obligation determined under all three scenarios above. The actuarial valuation is carried out using the projected accrued benefit method.

80 The major categories of plan assets in which the contributions are invested by Tata International Limited Provident Fund Trust are as under:

Amount in ₹ lakhs

Category 2014-15 2013-14

Bonds and Securities of Central Government 1,066.66 927.98

Bonds and Securities of State Government 651.15 655.68

Bonds and Securities of Public Sector Undertakings 1,326.49 1,148.19

Special Deposits with Banks 1,320.32 1,270.32

Actuarial assumptions made to determine Interest Rate Guarantee on Exempt Provident Fund Liabilities are as follows:

Particulars 31-Mar-15 31-Mar-14

Discount Rate for the term of the Obligation 7.94% 9.31%

Remaining term to Maturity (years) of plan assets 5.40 5.57

Discount Rate for the remaining term to maturity of the Investment Portfolio 7.94% 9.31%

Expected Investment Return 8.75% 8.58%

Guaranteed Rate of Return 8.75% 8.75%

ii) Gratuity The Company makes annual contributions to the Gratuity Trust managed by the Company, a funded defined benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement / termination / resignation / death / disablement of employees. The employee has to be confirmed and to be in continuous service for minimum 5 years in Tata International Limited. The Quantum of Gratuity is calculated as under:

Number of completed Years of Service

Less than 15 1/2 ( One-half ) month’s salary, for every completed year of service

15 to 19 3/4 ( Three-fourth ) month’s salary, for every completed year of service

20 1 ( One ) month’s salary, for every completed year of service

Exceeding 20 of 20 (Twenty) months’ salary plus 1/2 (one-half) months’ salary, for every completed years of service in excess of 20 (Twenty) completed years of service, so however that the aggregate of the foregoing two amounts does not exceed 30 (Thirty) months’ salary.

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Tata International Limited

Defined Benefit Plans - as per Actuarial Valuation on 31 March 2015

Amount in ₹ lakhs Gratuity Gratuity (Funded) (Funded) 2015 2014 I Changes in Defined Benefit Obligation during the Year Present Value of Defined Obligation at the beginning of the Year 1,395.90 1,465.27 Current Service Cost 79.35 81.69 Interest Cost 129.93 120.80 Actuarial (Gain) / Loss on Defined Benefit Obligation 208.98 (60.46) Benefits paid (283.20) (211.40) Present Value of Defined Benefit Obligation at the end of the Year 1,530.96 1,395.90 II Changes in the Fair Value of Plan Assets during the Year Fair Value of the Plan Assets at the Beginning of the Year 1,483.44 1,561.98 Expected return on Plan Assets 139.04 134.25 Contributions 279.35 8.60 Benefits paid (283.20) (211.40) Actuarial Gain / (Loss) on Plan Assets (14.22) (10.00) Fair Value of Plan Assets at the end of the Year 1,604.42 1,483.44 Excess of ( obligation over plan assets) / plan assets over obligation 73.46 87.54 (Accrued Liability ) / Prepaid Benefit 73.46 87.54 III Net Asset / (Liability) recognised in the Balance Sheet as at 31st March Present Value of Defined Benefit Obligation at the end of the Year (1,530.96) (1,395.90) Fair Value of Plan Assets at the end of the Year 1,604.42 1,483.44 Net Asset / (Liability) as at 31st March (Refer table below) 73.46 87.54 Amount paid to Tata International Limited Gratuity Trust (included in Note 18) 119.80 125.67 Amount payable to LIC (included in Note 9) (46.35) (38.13) Net Asset / (Liability) as at 31st March 73.45 87.54 IV Expense recognised in the Statement of Profit and Loss for the year ended 31st March Current Service Cost 79.35 81.69 Interest cost 129.93 120.80 Expected Return on plan assets for the period (139.04) (134.25) Net Actuarial (Gain)/ Loss 228.95 (50.46) Expenses Recognised in Statement of Profit and Loss 299.18 17.78 V Actual Return on Plan Assets Expected Return on plan assets for the period 139.04 134.25 Actuarial Gain / (Loss) on Plan Assets (14.22) (10.00) Actual Return on Plan Assets 124.82 124.25

82 VI Amount of each category of Plan Assets to total Fair Value of Plan Assets Special Deposits Scheme 279.04 279.04 Central Government / State Government Securities, Bonds issued by Public Financial 1,162.73 1,176.77 Institutions Balances in Savings & Current Accounts with Banks 162.25 25.21 LIC 0.38 2.42 Total 1,604.41 1,483.44 VII Actuarial Assumptions % % Discount Rate 7.96 9.38 Expected Rate of Return on Plan Assets 7.96 9.38 Salary Escalation Rate 5.00 5.00 Attrition Rate 2.00 2.00 VIII Experience Adjustment 2014-15 2013-14 2011-12 2010-11 2009-10 Experience Adjustment on plan Liabilities 86.70 34.64 (42.99) 56.88 17.58 [(Gain)/ Loss] Experience Adjustment on plan Assets (14.10) (10.00) (12.08) (2.88) (0.74) [Gain/ (Loss)] Total 72.60 24.64 (55.07) 54.00 16.84

IX The contribution expected to be made by the Company during the financial year 2015-16 has not been ascertained.

Basis used to determine expected rate of return on assets:-

Based on expectation of the average long term rate of return expected on Investment of the fund, during the estimated term of obligation. The estimate of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

B. Defined Contribution Plans:

The Company makes contributions to Family Pension Fund, Superannuation Fund, ESIC contribution to Defined contribution retirement benefit plans for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits.

Company’s contribution paid / payable during the year to Family Pension Fund and ESIC are recognized in Statement of Profit and Loss. These amounts are recognized as an expense and included in Note 23 ‘Employee Benefit Expenses’ under the heading ‘Contribution to Provident and other funds ‘.

The Company has recognized the following amounts in the Statement of Profit and Loss for the year:

Particulars 2014-15 2013-14

Contribution to Employees’ Family Pension Fund 133.70 113.86

Contribution to Employees’ Superannuation Fund 45.74 51.87

Employees’ State Insurance Scheme 121.80 105.84

83 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

41 Jointly Controlled Entities by the Company Name of the Entity Country of Incorporation % Holding 1 Tata International DLT Private Ltd. India 50.00% 2 Tata Precision Industries (India) Ltd. India 50.00% 3 Tata International Wolverine Brands Limited (TIWBL) India 50.00% 4 Tata International GST AutoLeather Limited * India 50.00%

* Incorporated as on 13th March, 2014.

The proportionate share of assets and liabilities as at March 31, 2015 and income and expenditure for year 2014-15, as per their Audited Financial Statements (Unaudited in case of TIWBL) are given below : Particulars Amount in ₹ lakhs 2014-15 2013-14 A. Assets 1 Non-current Assets Fixed Assets 1,801.49 1,935.43 Deferred Tax Asset 122.25 189.07 Long Term Loans and Advances 49.30 51.78 2 Current Assets Current Investments 10.30 - Inventories 986.64 1,413.99 Trade Receivables 1,261.47 1,554.39 Cash 44.10 107.13 Short term loans and advances 235.89 585.76 Other current assets 77.17 22.07 4,588.61 5,859.61 B Liabilities 3 Non Current Liabilities Long Term Borrowings 438.86 456.94 Deferred Tax Liabilities (Net) - - Other Long Term Liabilities - - Long Term Provisions 9.98 9.83 4 Current Liabilities Short-term Borrowings 842.86 1,043.56 Trade Payables 1,366.87 1,698.18 Other Current Liabilities 560.09 551.42 Short-term Provisions 565.49 414.46 3,784.16 4,174.37 C Income Revenue from Operations 7,804.81 4,854.53 Excise Duty 45.45 282.42 Net Sales 7,759.36 4,572.11 Other Operating Revenues - - Other Income 122.31 96.84

84 D Expenses Cost of Materials consumed 6,117.77 2,340.44 Purchase of Stock in Trade 44.33 1,434.99 Change in Inventories of finished goods work in progress and Stock in trade 362.35 (324.86) Employee Benefit Expense 554.08 816.34 Finance Costs 183.11 189.14 Depreciation and Amortization expense 131.14 174.47 Other Expenses 1,274.99 1,125.92 Provision taxation 106.42 (55.21) E Other Matters Contingent Liabilities 23.66 69.93 Capital Commitment 2.67 41.61

42 Details of sales in respect of manufactured and traded goods

Amount in ₹ lakhs Class of goods 2014-15 2013-14 Leather & Leather Products 87,596.97 80,781.65 Metals 42,853.91 36,726.38 Bicycle and Other Distribution Products 8,820.95 8,479.29 Minerals 5,371.14 7,795.06 Agro Commodities 4,597.92 - Others 2,331.88 1,213.17 1,51,572.77 1,34,995.55

43 (a) Consumption of Raw Material

Amount in ₹ lakhs 2014-15 2013-14 ₹ lakhs % of ₹ lakhs % of Consumption Consumption Imported 19,351.61 26.53% 14,313.59 23.15% Indigenous 53,586.21 73.47% 47,521.33 76.85% 72,937.82 100.00% 61,834.92 100.00% (b) Break-up of Raw Material Consumed Amount in ₹ lakhs Class of goods 2014-15 2013-14 Leather 48,587.54 42,754.31 Leather - Chemicals 9,511.60 8,023.70 Metals 8,396.85 4,686.25 Bicycle components 6,441.83 6,370.66 72,937.82 61,834.92

Note: The consumption in value has been ascertained on the basis of opening stock plus purchases less closing stock and includes the adjustment of excesses/ shortages as ascertained on physical count and write-off of obsolete raw materials.

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Tata International Limited

(c) Consumption of Stores and Spares: Amount in ₹ lakhs For the year ended 31 March, For the year ended 31 March, 2015 2014 2014-15 % of 2013-14 % of Consumption Consumption Imported 3,061.37 25.61% 2,696.55 27.41% Indigenous 8,890.28 74.39% 7,140.18 72.59% 11,951.65 100.00% 9,836.73 100.00%

(d) CIF Value of Imports: Amount in ₹ lakhs For the year ended For the year ended 31st March 2015 31st March 2014 (i) Raw Materials 22,704.97 13,412.00 (ii) Components, Stores and Spare Parts 3,177.17 2,633.47 (iii) Capital Goods 145.56 551.03 (iv) Trading Goods 10,649.63 10,607.04 36,677.33 27,203.53

(e) Earnings in Foreign Exchange:

Amount in ₹ lakhs For the year ended For the year ended 31st March 2015 31st March 2014 (i) Export of goods calculated on FOB basis 1,01,210.36 89,001.73 (ii) Charges Recovered 19.59 6.26 (iii) Dividends 1,997.42 5,626.18 (iv) Others 2,848.23 1,487.39

(f) Expenditure in Foreign Currency: Amount in ₹ lakhs For the year ended For the year ended 31st March 2015 31st March 2014 (i) Commission 2,216.43 1,984.44 (ii) Professional fees 346.58 465.60 (iii) Foreign travel 157.36 235.89 (iv) Interest 243.56 286.22 (v) Payment on other accounts 1,283.83 703.32

86 44 The outstanding forward contracts as on 31 March 2015

The export receivables/customer purchase orders of the Company have been hedged by forward contracts as follows-

Foreign Currency Amount in (in million) ₹ lakhs Forward Contracts USD 31.31 19,600.10 (9.86) (6,296.17) Forward Contracts EUR 15.03 10,144.30 (1.13) (983.87) Total 29,744.40 (7,280.04)

Forward contracts against creditors/vendor purchase orders of the Company outstanding as on 31 March 2015

Foreign Currency Amount in (in million) ₹ lakhs Forward Contracts USD 4.61 2,882.48 (USD 6.16) (3,814.78)

Net unhedged Amount Foreign Currency as in lakhs on 31 March 2015: USD GBP Euro VND ZAR Taka AED BIRR HKD THB Receivables 141.71 0.13 18.58 178.72 0.37 27.73 Payables 168.92 0.21 6.14 0.02 0.04 51.75 0.05 10.75 0.02 0.14 Advances made 45.06 0.17 3.32 54.03 0.11 4.67 0.23 Dividend receivable 386.45 646.57 170.21 Advances received 6.16 0.03 0.13 7.72 0.06 0.25 Balance with Banks 0.55 250.53 4.75 2.07 0.85 0.17 823.70 4.75 3.62 1.01 Packing credit in 9.48 Foreign Currency 46.93 Buyer’s Credit 129.21 12.12 1.56 28.50 4.78 External Commercial 54.60 Borrowing (refer note below) 63.05 Total Net Exposures (181.03) (12.06) 14.07 250.53 386.45 4.75 (0.02) 2.07 (0.04) 0.85 34.96 0.37 16.62 823.70 - 4.75 (0.02) 3.62 0.09 1.01

Note: The Company has borrowed under an External Commercial Borrowing loan agreement (ECB) with interest linked to 3 Month Libor, for which the company has taken a Interest Rate Swap contract (floating to fixed). Under this contract, the Company receives floating interest rate on US Dollar notional and pays fixed interest rate in US Dollar notional.

87 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

45 Information about primary business segments (a) The Company has organized its businesses globally into five verticals as follows, each headed by a Vertical Head: · Leather & Leather Products · Metals Trading · Minerals Trading · Distribution · Agro-commodities trading (included in Others)

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

The Company has accordingly aligned its primary segment reporting with this business structure.

Amount in ₹ lakhs Leather & Metals Minerals Distribution Retail Others Eliminations Total Leather Products

REVENUE Gross Export Revenue 69,072.32 32,763.74 1,508.16 500.71 - - - 1,03,844.92 61,879.66 28,717.70 - 510.08 - - - 91,107.44 Gross Domestic 19,233.46 11,343.31 3,862.89 8,718.04 - 4,619.32 - 47,777.02 Revenue 20,154.83 7,596.09 7,795.06 8,381.81 238.48 - - 44,166.28 Less:Excise Duty 49.17 ------49.17 39.69 ------39.69 Net Domestic Revenue 19,184.29 11,343.31 3,862.89 8,718.04 - 4,619.32 - 47,727.85 20,115.15 7,596.09 7,795.06 8,381.81 238.48 - - 44,126.59 Inter Segment Revenue ------Total Revenue 88,256.61 44,107.04 5,371.05 9,218.75 - 4,619.32 - 1,51,572.77 81,994.80 36,313.79 7,795.06 8,891.88 238.48 - - 1,35,234.03 RESULT

Segment Result (3,245.36) 1,884.32 (1,320.57) (74.84) - (4.19) - (2,760.64) (829.01) 1,617.00 (489.51) 82.16 (926.54) (7.29) - (553.19) Unallocable corporate (695.51) expense (net of income)

(4,601.63) Less:Interest Expense 3,638.62 2,902.72 Add: Exceptional items 6,367.74 Unallocable to segments

698.62 Profit before Tax 663.99 1,844.34 Less: Tax 225.00 27.52 Profit / ( Loss ) after Tax 438.99 1,816.82 88 Note 45 (a): Information about primary business segments: (Contd.)

Amount in ₹ lakhs

Leather & Metals Minerals Distribution Retail Others Eliminations Total Leather Products

OTHER INFORMATION

Segment Assets 50,447.55 11,991.40 1,622.47 2,602.50 - 1,592.49 - 68,256.40

48,048.27 8,751.25 3,593.97 2,375.50 107.59 0.84 - 62,877.42

Unallocable Assets 80,048.53

86,518.36

Total Assets 1,48,304.94

1,49,395.78

Segment Liabilities 16,929.85 4,979.11 4,583.02 1,710.51 - 2,161.22 - 30,363.70

15,527.41 6,378.59 3,986.08 1,559.18 98.69 0.06 - 27,550.01

Unallocable Liabilities 67,876.71

72,037.13

Total Liabilities 98,240.41

99,587.14

Capital Expenditure 854.49 71.78 0.96 18.78 - 97.02 - 1,043.03

1,502.85 21.72 1.03 31.14 - 11.17 - 1,567.90

Depreciation / 3,228.00 23.33 1.72 70.33 - 3,323.39 Amortisation

1,725.05 9.14 0.96 22.29 234.73 - - 1,992.18

Non Cash Expenditure ------other than Depreciation

------

(b) Information about Geographical Segments

Amount in ₹ lakhs CONTINENT TURNOVER ASSET Capital Expenditure 2014-15 2013-14 2014-15 2013-14 2014-15 2013-14 AFRICA 1,723.16 1,798.38 741.40 4,793.88 - - ASIA (excl. India) 61,281.04 46,649.08 5,718.72 9,884.96 - - AUSTRALIA 3,887.46 1,991.67 80.73 579.20 - - EUROPE 29,771.54 35,212.91 3,313.06 6,452.15 - - NORTH AMERICA 6,900.84 3,372.95 795.13 2,012.20 - - SOUTH AMERICA 275.08 2,082.45 57.69 22.15 - - INDIA 47,733.65 44,126.59 57,549.67 39,132.88 1,043.03 1,567.90 1,51,572.77 1,35,234.03 68,256.40 62,877.42 1,043.03 1,567.90

89 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

Notes:

(i) Business Segments

The Company has considered business segments as the primary segment for disclosure.

The segments have been identified taking into account the organisational structure as well as the differing risks and returns of these segments.

Leather and Leather Products segment comprises of sale of finished leather, footwear, garments and articles.

Metals segment comprises of Steel, Alluminium, Metallics and Steel Mill rolls trading and Module mounting structures-solar.

Minerals Segment comprises of trading activity in Coal and Minerals

Distribution Segment comprises of trading of Infrastructure and Construction equipments, Chemicals, Bicycles and Pharmaceuticals

Retail segment comprises of retailing of leather products, the operations of which have been discontinued during the previous year

(ii) Secondary Segment

The geographical segments are considered for disclosure as secondary segment.

Segment India includes sales to customers located in India and service income accrued in India.

Segments other than India include sales and services rendered to customers located outside India.

(iii) Segment Revenue comprises of

Amount in ₹ lakhs

2014-15 2013-14

Sale of Products ( Refer note 20 ) 1,51,621.94 1,35,035.24

Sale of Products from discontinuing operations (refer note 29) - 238.48

1,51,621.94 1,35,273.72

Less: Excise Duty 49.17 39.69

Total Segment Revenue 1,51,572.77 1,35,234.03

90 46 (a) Related Party Disclosures

(A) Holding Company

1 Tata Sons Limited

Related Parties where control exists

(B) Subsidiaries 1 Tata Africa Holdings (SA) (Proprietary) Limited 2 Tata South-East Asia Limited 3 Tata West Asia FZE 4 Tata Africa Holdings (Ghana) Limited 5 TATA Africa Holdings (Kenya) Limited 6 Tata Africa Holdings (Tanzania) Limited 7 Tata Africa Services (Nigeria) Limited 8 Tata Africa Steel Processors (Proprietary) Limited 9 Tata Automobile Corporation (SA) (Proprietary) Limited 10 Tata Holdings Mocambique Limitada 11 Tata De Mocambique, Limitada 12 Tata Uganda Limited 13 Tata Zambia Limited 14 Tata Zimbabwe (Private) Limited 15 Blackwood Hodge Zimbabwe (Private) Limited 16 Cometal, S.A.R.L. 17 Pamodzi Hotels Plc 18 Tata Africa (Senegal) S.A.R.L. 19 TIL Leather Mauritius Limited 20 Bachi Shoes Limited 21 Euro shoe components Limited 22 Move on Componentes e calcado,S.A. 23 Calsea Footwear Private Limited 24 Drive India Enterprise Solutions Limited 25 Tata International Trading Brasil Ltda 26 Tata International Singapore Pte Limited 27 Monroa Portugal, Comércio E Serviços, Unipessoal LDA 28 Move On Retail Spain, S.L. 29 Tahl ( Mauritius) Power Projects Limited 30 Tahl ( Mauritius) Mining Projects Limited 31 Tata Africa Cote D’Ivoire SARL 32 M’Pumalanga Mining Resources S.A 33 Tata International Metals (Americas) Limited (formerly known as Tata Steel International (North America) Limited) 34 Tata International Metals (Asia) Limited 35 Tata International Metals (UK) Limited (formerly known as Tata Steel International (UK) Limited) 36 Tata South East Asia (Cambodia ) Limited 37 TAH Pharmaceuticals Ltd. 38 Alliance Motors Ghana Limited 39 Industrial Steels Limited 40 Tata International West Asia DMCC (incorporated on 18 November 2014) 41 Unitech Motors S A (with effect from 23 March 2015)

91 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

(C ) Other related parties where transactions have taken place during the year

(a) Fellow Subsidiaries

1 Tata AIG General Insurance Company Limited

2 Tata AIA Life Insurance Company Limited (formerly Tata AIG Life Insurance Company Limited)

3 Ewart Investments Limited

4 Tata Consulting Engineers Limited (formerly TCE Consulting Engineers Limited)

5 Tata Consultancy Services Limited

6 Tata Teleservices Limited (ceased to be a related party in the current year)

7 Tata Teleservices (Maharashtra) Limited (ceased to be a related party in the current year)

8 Tata Industries Limited

9 Tata Capital Financial Services Limited

10 Automotive Stampings and Assemblies Limited

11 Tata Autocomp Systems Limited

12 Tata Toyo Radiator Limited

13 CMC Limited

(b) Joint Ventures

1 Tata International DLT Private Limited

2 Tata International Wolverine Brands Limited (wef 18th November 2012)

3 Tata Precision Industries (India) Limited

4 Tata International GST AutoLeather Limited (wef 13th March 2014)

(c ) Associates

1 Tata Ceramics Limited

(d) Key Management Personnel

1 Managing Director - Mr Noel Tata

92 46 (b) Related Party Transactions Amount in ₹ lakhs Transaction Year Subsidiaries Fellow Joint Ventures Holding Associates Key Subsidiaries Company Managment Personnel Purchases of goods 2014-15 5,631.68 - - - - - 2013-14 6,976.24 - - - 1.35 - Sale of goods 2014-15 2,663.24 129.11 0.72 0.19 - - 2013-14 4,642.23 151.94 - - - - Receiving of Services 2014-15 176.55 212.17 2.08 9.82 - - 2013-14 541.83 130.47 - 0.07 - - Rendering of Services 2014-15 6.74 11.69 61.80 1.37 - - (excluding service tax) 2013-14 177.64 29.36 0.06 3.09 - - Brand Equity Expense 2014-15 - - - 40.00 - - 2013-14 - - - 109.78 - - Rental Income 2014-15 - - 18.86 - - - 2013-14 - - 18.86 - - - Advance settled during the year 2014-15 ------2013-14 48.88 - - - - - Advance Given 2014-15 ------2013-14 ------Interest/ Dividend Expense 2014-15 - 42.12 - 167.40 - - 2013-14 ------Interest / Dividend Income 2014-15 2,092.72 58.26 - 118.16 - - 2013-14 7,053.94 20.81 - 118.16 - - Claims 2014-15 155.14 - - - - - 2013-14 79.13 - - - - - Other Income 2014-15 - - 7.74 - - - 2013-14 ------Purchase of equity shares 2014-15 - - 63.00 - - - 2013-14 - - 950.00 - - - Commission Expense 2014-15 828.03 - - - - - 2013-14 436.35 - - - - - Reimbursement of expenses 2014-15 45.25 - 5.59 - - - 2013-14 139.68 - 2.14 - - - Recovery of Expenses 2014-15 310.08 11.32 41.29 87.61 - - 2013-14 207.94 3.66 26.77 60.71 1.35 - Managerial Remuneration 2014-15 - - - - - 236.76 2013-14 - - - - - 622.12 Loan Converted into Equity 2014-15 1,184.95 - - - - - 2013-14 ------Guarantee Commission Income 2014-15 939.83 - - - - - 2013-14 ------(ii) Balances with related parties ------Amount Receivable 2014-15 3,228.11 37.75 263.31 131.37 - - 2013-14 2,808.76 79.38 239.78 51.73 - - Dividend Receivable 2014-15 1,997.42 - - - - - 2013-14 ------Amount Payable 2014-15 5,705.30 13.41 - 0.46 - - 2013-14 5,484.54 2.74 - 0.37 - - Loan Given outstanding 2014-15 11.61 - - - - - 2013-14 1,322.20 - - - - - Advance Received outstanding 2014-15 4.22 - - - - - 2013-14 0.63 - - - - - Advance Given outstanding 2014-15 - 12.21 - - - - 2013-14 306.66 17.74 - - - - Sale of assets 2014-15 ------2013-14 12.52 - - - - - Deposit taken 2014-15 - 12.31 - - - - 2013-14 ------93 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited ------0.63 2013-14 ------0.63 Pamodzi Hotels Plc Hotels Pamodzi 2014-15 ------19.43 47.43 2013-14 ------Comércio Comércio E Serviços, 8.46 50.81 Unipessoal LDA Monroa Portugal, Portugal, Monroa 2014-15 ------5.45 3.64 29.09 28.00 2013-14 ------Move On Move 8.08 Calcado, S.A. Calcado, 38.82 18.13 40.08 Componentes E Componentes 2014-15 ------3.24 0.02 59.60 35.53 285.72 2013-14 1,112.08 ------Limited Euro shoe Euro 3.99 9.71 3.99 Components Components 95.30 408.49 2014-15 1,624.60 ------Subsidiaries 78.15 121.78 2013-14 ------Enterprise Enterprise Drive IndiaDrive 10.10 136.83 Solutions Limited 2014-15 ------2.13 1.22 25.55 2013-14 1,927.48 1,330.69 ------0.45 15.23 23.12 Private Limited Private 549.37 670.69 Calsea Footwear Footwear Calsea 2014-15 ------2013-14 ------Blackwood Hodge Zimbabwe Pvt Ltd. Zimbabwe 2014-15 ------2.08 8.21 5.78 17.09 12.52 2013-14 1,392.23 ------Limited 2.53 2.18 0.12 28.49 Bachi Shoes (India) 2014-15 Transaction of goods Purchases Sale of goods of ServicesReceiving Rendering of Services service(excluding tax) Equity Brand Expense Rental Income settled during Advance the year Given Advance Dividend Expense Interest/ / Dividend Income Interest Claims Other Income of equity shares Purchase Expense Commission Reimbursement of expenses Recovery of Expenses Managerial Remuneration Commission Guarantee Income Equity into Converted Loan with related (ii) Balances parties Receivable Amount Dividend Receivable Payable Amount outstanding Given Loan Received Advance outstanding outstanding Given Advance Sale of assets Deposit taken

94 ------6.22 14.34 2013-14 ------Tata De Tata Limitada Mocambique, Mocambique, 2014-15 ------6.61 5.35 2013-14 ------Limited Tata Uganda Tata 2014-15 ------2013-14 ------0.07 0.07 D’Ivoire) SARL D’Ivoire) Tata Africa (Cote (Cote Africa Tata 2014-15 ------0.18 162.63 2013-14 ------10.14 (Nigeria) Limited Tata Africa Services Africa Tata 2014-15 ------Subsidiaries 2013-14 ------1.78 (Ghana) Limited (Ghana) 2014-15 Tata Africa Holdings Africa Tata ------2.53 1.36 2013-14 4,297.66 ------Limited 4.27 126.15 (SA) (Proprietary) (SA) 2014-15 1,997.42 1,997.42 Tata Africa Holdings Africa Tata ------5.97 0.69 2013-14 ------Limited TATA Africa Africa TATA Holdings (Kenya) Holdings (Kenya) 2014-15 ------5.83 23.40 33.40 2013-14 ------3.48 21.99 (Tanzania) Ltd (Tanzania) Tata Africa Holding Africa Tata 2014-15 Transaction of goods Purchases Sale of goods of ServicesReceiving Rendering of Services service(excluding tax) Equity Brand Expense Rental Income settled during Advance the year Given Advance Dividend Expense Interest/ / Dividend Income Interest Claims Other Income of equity shares Purchase Expense Commission Reimbursement of expenses Recovery of Expenses Managerial Remuneration Commission Guarantee Income Equity into Converted Loan with related (ii) Balances parties Receivable Amount Dividend Receivable Payable Amount outstanding Given Loan Received Advance outstanding outstanding Given Advance Sale of assets Deposit taken

95 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited ------0.20 6.60 35.93 390.08 259.84 2013-14 1,322.20 ------0.14 0.25 39.33 11.61 316.07 100.91 Tata West Asia FZE Asia West Tata 2014-15 1,184.95 ------0.29 1.19 0.23 2013-14 ------Limited) Tata Steel Steel Tata 1.20 International International (North America) Limited (formerly (formerly Limited Tata International International Tata Metals (Americas) Metals (Americas) 2014-15 ------2.65 22.59 176.70 2013-14 ------Limited) 6.74 3.00 2.02 80.40 333.03 Tata International International Tata International (UK)International (formerly Tata Steel Tata (formerly Metals (UK) Limited 2014-15 ------2.56 1.50 1.03 4.07 19.91 2013-14 ------Limited Tata Steel Steel Tata 4.24 0.02 8.33 (Hongkong) Metals (Asia) Metals (Asia) International International 12.05 Limited (formerly (formerly Limited Tata International Tata 2014-15 ------0.65 Subsidiaries 13.20 102.71 147.76 2013-14 5,674.53 3,806.14 ------Limited 67.28 Singapore Pte Singapore 939.83 943.71 Tata International Tata 2014-15 3,518.93 4,191.34 ------0.66 0.65 2013-14 ------Limited 0.66 Tata South East Tata Asia (Cambodia) (Cambodia) Asia 2014-15 ------9.55 84.00 79.13 99.01 340.44 433.78 713.09 2013-14 2,423.04 1,328.52 1,015.86 ------0.38 Asia Limited Asia 31.91 29.59 Tata South-East Tata 472.93 145.43 823.79 689.06 960.82 2014-15 1,606.69 ------48.91 97.48 48.88 96.02 306.66 2013-14 ------Limited Tata Zambia Tata 12.25 102.71 425.28 2014-15 Transaction of goods Purchases Sale of goods of ServicesReceiving Rendering of Services service(excluding tax) Equity Brand Expense Rental Income settled during Advance the year Given Advance Dividend Expense Interest/ / Dividend Income Interest Claims Other Income of equity shares Purchase Expense Commission Reimbursement of expenses Recovery of Expenses Managerial Remuneration Commission Guarantee Income Equity into Converted Loan with related (ii) Balances parties Receivable Amount Dividend Receivable Payable Amount outstanding Given Loan Received Advance outstanding outstanding Given Advance Sale of assets Deposit taken

96 ------6.19 2013-14 ------Limited 2.75 Tata Capital Capital Tata Financial Services Financial 2014-15 ------2.40 0.35 2013-14 ------Tata Autocomp Autocomp Tata Systems Limited Systems 2014-15 ------1.55 0.73 14.49 17.74 2013-14 ------Limited 0.69 0.36 13.89 12.21 Tata AIG General AIG General Tata 2014-15 Insurance Company Company Insurance ------1.55 Fellow Subsidiaries Fellow 2013-14 ------Limited 0.69 Tata AIA Life AIA Life Tata 2014-15 Insurance Company Company Insurance ------2013-14 ------Limited 25.00 Ewart Investments Ewart Investments 2014-15 ------1.89 2013-14 ------1.70 Automotive Automotive Stampings and Stampings Assemblies Limited Assemblies 2014-15 ------0.63 48.88 79.13 12.52 541.83 177.64 436.35 139.68 207.94 306.66 6,976.24 4,642.23 7,053.94 2,808.76 5,484.54 1,322.20 2013-14 Subsidiaries ------6.74 4.22 45.25 11.61 176.55 155.14 828.03 310.08 939.83 5,631.68 2,663.24 2,092.72 1,184.95 3,228.11 1,997.42 5,705.30 2014-15 Subsidiaries ------2013-14 ------0.50 0.50 Subsidiaries West Asia, DMCC Asia, West TATA International TATA 2014-15 Transaction of goods Purchases Sale of goods of ServicesReceiving Rendering of Services service(excluding tax) Equity Brand Expense Rental Income settled during Advance the year Given Advance Dividend Expense Interest/ / Dividend Income Interest Claims Other Income of equity shares Purchase Expense Commission Reimbursement of expenses Recovery of Expenses Managerial Remuneration Commission Guarantee Income Equity into Converted Loan with related (ii) Balances parties Receivable Amount Dividend Receivable Payable Amount outstanding Given Loan Received Advance outstanding outstanding Given Advance Sale of assets Deposit taken

97 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited ------3.66 2.74 29.36 20.81 79.38 17.74 151.94 130.47 iaries Fellow Fellow Subsid 2013-14 ------11.69 42.12 58.26 11.32 37.75 13.41 12.21 12.31 129.11 212.17 iaries Fellow Fellow Subsid 2014-15 ------2013-14 ------CMC Limited 18.24 2014-15 ------3.09 2013-14 ------Limited 1.37 17.12 Tata Industries Tata 2014-15 ------3.23 2013-14 ------Limited Tata Toyo Radiator Toyo Tata 2014-15 ------1.20 0.13 97.30 2013-14 ------Limited Tata Teleservices Teleservices Tata Fellow Subsidiaries Fellow 2014-15 ------4.63 3.66 2013-14 ------11.32 Tata Consulting Consulting Tata Engineers Limited Engineers 2014-15 ------2.61 12.95 12.36 20.81 77.09 144.42 2013-14 ------6.18 58.26 37.38 13.41 12.31 127.41 180.04 Services Limited Tata Consultancy Tata 2014-15 ------5.74 2013-14 Tata Tata ------Limited Communications Communications 2014-15 Transaction of goods Purchases Sale of goods of ServicesReceiving Rendering of Services service(excluding tax) Equity Brand Expense Rental Income settled during Advance the year Given Advance Dividend Expense Interest/ / Dividend Income Interest Claims Other Income of equity shares Purchase Expense Commission Reimbursement of expenses Recovery of Expenses Managerial Remuneration Commission Guarantee Income Equity into Converted Loan with related (ii) Balances parties Receivable Amount Dividend Receivable Payable Amount outstanding Given Loan Received Advance outstanding outstanding Given Advance Sale of assets Deposit taken

98 ------0.07 3.09 0.37 60.71 51.73 109.78 118.16 Holding 2013-14 Company Company ------0.19 9.82 1.37 0.46 40.00 87.61 167.40 118.16 131.37 Holding 2014-15 Company Company ------0.07 3.09 0.37 60.71 51.73 109.78 118.16 2013-14 ------0.19 9.82 1.37 0.46 40.00 87.61 167.40 118.16 131.37 Tata Sons Limited Tata Holding Company 2014-15 ------0.06 2.14 18.86 26.77 950.00 239.78 Joint Joint 2013-14 Ventures Ventures ------0.72 2.08 7.74 5.59 61.80 18.86 63.00 41.29 263.31 Joint Joint 2014-15 Ventures Ventures ------2013-14 ------0.72 5.12 13.03.2014) Limited (w.e.f. (w.e.f. Limited 61.80 63.00 17.04 GST AutoLeather GST AutoLeather Tata International Tata 2014-15 ------0.06 2.14 7.45 18.86 2013-14 ------Limited 2.08 7.74 5.59 Tata Precision Precision Tata 18.86 11.38 Industries (India) 2014-15 ------10.98 Joint Ventures Joint 950.00 229.20 2013-14 ------Limited 2.82 245.24 Wolverine Brands Brands Wolverine Tata International International Tata 2014-15 ------3.12 15.79 2013-14 ------1.57 21.43 Tata International International Tata DLT Private Limited Private DLT 2014-15 Transaction of goods Purchases Sale of goods of ServicesReceiving Rendering of Services service(excluding tax) Equity Brand Expense Rental Income settled during the year Advance Given Advance Dividend Expense Interest/ / Dividend Income Interest Claims Other Income of equity shares Purchase Expense Commission Reimbursement of expenses Recovery of Expenses Managerial Remuneration Income Commission Guarantee Equity into Converted Loan parties with related (ii) Balances Receivable Amount Dividend Receivable Payable Amount outstanding Given Loan outstanding Received Advance outstanding Given Advance Sale of assets Deposit taken

99 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited ------622.12 2013-14 ------Personnel 236.76 Key Management Key Management Personnel 2014-15 ------1.35 1.35 2013-14 Associates Associates ------2014-15 Associates Associates ------1.35 1.35 2013-14 ------Associates Tata Ceramics Limited Ceramics Tata 2014-15 Transaction of goods Purchases Sale of goods of ServicesReceiving Rendering of Services service (excluding tax) Equity Brand Expense Rental Income settled during the year Advance Given Advance Dividend Expense Interest/ / Dividend Income Interest Claims Other Income of equity shares Purchase Expense Commission Reimbursement of expenses Recovery of Expenses Managerial Remuneration Income Commission Guarantee Equity into Converted Loan parties with related (ii) Balances Receivable Amount Dividend Receivable Payable Amount outstanding Given Loan outstanding Received Advance outstanding Given Advance Sale of assets Deposit taken

100 47 During the year, the company had received Government of India grant aggregating to ` 241.56 lakhs from DIPP, Ministry of Commerce & Industries towards support to Artisan Programme. Against the said grant, the company had incurred ` 54.39 lakhs towards cost of plant and machinery and the balance of ` 187.17 lakhs was incurred towards various expenditue in the previous years as stated below.

Amount in ₹ lakhs Salaries and wages (Note 23) 73.99 Staff welfare expenses (Note 23) 3.42 Processing Charges (Note 25) 8.65 Repairs and maintenance - Buildings (Note 25) 43.12 Sales expenses (Note 25) 12.95 Travelling and conveyance (Note 25) 6.47 Legal and professional fees (Note 25) 8.27 Miscellaneous expenses (Note 25) 30.30 187.17

48 Leases Lease of assets under which all the risks and rewards of ownership are effectively retained by the lessor are classified as operating lease. Lease payments under operating leases are recognized as expense on straight line basis as per the lease agreements. The Company has entered into cancellable leasing agreements for premises for period ranging between eleven months to five years which are renewable at mutual consent. Lease rentals aggregating to ₹ 1120.54 lakhs are charged as rent to the Statement of Profit and Loss (As at 31 March 2014: ₹ 983.91 lakhs). (i) The Company has taken certain manufacturing and office premises on non-cancellable operating lease basis for a period up to 60 months. The aggregate future minimum lease payments falling due as at the year end are as under:

Amount in ₹ lakhs Due 2014-15 2013-14 Not later than one year 301.65 244.33 Later than one year and not later than five years 630.80 1,014.36 later than five years - 119.75 Total 932.45 1,378.43 Debit to Statement of Profit and Loss 341.30 232.68

(ii) The Company has given certain plant and machinery on non-cancellable operating lease basis for a period up to 60 months. The aggregate future minimum lease payments falling due as at the year end are as under:

Amount in ₹ lakhs Due 2014-15 2013-14 Not later than one year 7.80 7.80 Later than one year and not later than five years 13.65 13.65 later than five years - - Total 21.45 21.45

49 Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure. For and on behalf of the Board of Directors G. K. Pillai N N Tata Chairman Managing Director

Place: Mumbai A M Ponkshe Date: 15th May, 2015. Chief Financial Officer & Company Secretary 101 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

FINANCIAL SUMMARY

Year Share Reserve Borrowings Gross Net Block Gross Profit Profit Dividend Earnings Debt Number of Capital and Block Revenue Before Tax After Tax (Excluding Per Share Equity Employees Surplus Tax on ` Ratio Distributed Profits)

( ` Lakhs )

1966-68 10 (7) 20 3 2 873 (6) (6) 0 (600) 0 50

1972-73 25 86 524 7 5 1867 54 27 1 1080 4.7:1 100

1977-78 100 427 937 545 383 9859 127 124 20 1240 1.3:1 639

1982-83 400 468 5269 1131 621 11193 123 123 50 305 5.2:1 1161

1987-88 600 836 5704 1613 590 15795 251 193 90 322 2.8:1 1542

1992-93 1403 2990 7525 3544 1654 55769 352 349 161 175 0.5:1 1689

1993-94 1750 3755 10311 4047 1893 58997 318 315 229 157 1:1 1644

1994-95 1750 4495 15057 4226 1774 107874 1366 1091 350 623 1.3:1 1615

1995-96 2000 6707 15726 4630 1882 162836 2426 2301 464 1150 0.8:1 1615

1996-97 2000 8099 13228 5423 2324 170180 2383 2052 600 1026 0.4:1 1634

1997-98 2000 8708 13859 6449 2987 174505 1054 1049 400 524 0.4:1 1622

1998-99 2000 9426 13209 6888 3048 169417 1167 1162 400 581 0.2:1 1631

1999-2000 2000 9504 17064 8690 4252 168067 709 521 400 261 0.4:1 1526

2000-2001 2000 9645 16314 8598 4019 217176 788 582 400 291 0.3:1 1589

2001-2002 2000 8815 17652 9410 4315 194953 (750) (830) 0 (415) 0.3:1 1529

2002-2003 2000 9669 18063 9136 3928 234884 1134 993 200 496 0.2:1 1590

2003-2004 2000 11299 19450 9171 3798 324233 2937 2309 600 1154 0.2:1 1589

2004-2005 2000 14817 19320 10641 4752 443882 3832 2371 600 1186 0.1:1 1613

2005-2006 2000 16862 20124 11899 5419 338622 6367 4369 400 2185 0.05:1 1585

2006-2007 2000 24236 12704 11980 4844 79382 9941 7843 400 3921 0.48:1 1371

2007-2008 2000 29049 14422 14133 6885 76705 6739 5514 600 2757 0.46:1 1384

2008-2009 2000 30511 15864 16102 7679 96336 3044 1813 300 907 0.49:1 1376

2009-2010 2000 31581 19244 17001 7153 73483 2300 1362 250 681 0.57:1 1420

2010-2011 2000 23803 55360 22375 11371 88540 (7061) (7026) - (3513) 2.15:1 2371

2011-2012 4010 45656 61482 25036 12542 101895 4052 3837 206 1081 1.24:1 1434

2012-2013 4010 45043 53151 27001 13206 121539 (611) (613) - (153) 1.08:1 1994

2013-2014 4010 45799 64720 27320 12089 150750 1844 1817 401 453 1.3:1 2106

2014-2015 4010 45594 60559 26066 8180 164948 664 439 401 109 1.22:1 2955

102 Consolidated Financial Statements

103 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TATA INTERNATIONAL LIMITED Report on the Consolidated Financial Statements 1. We have audited the accompanying consolidated financial statements of TATA INTERNATIONAL LIMITED (hereinafter referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), its associates and jointly controlled entities, comprising of the Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”). Management’s Responsibility for the Consolidated Financial Statements 2. The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group including its Associates and Jointly controlled entities in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group and board of directors of the company’s associates and jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid. Auditor’s Responsibility 3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. 4. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. 5. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Holding Company has an adequate

104 internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements. 6. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in paragraph 12 of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our qualified audit opinion on the consolidated financial statements. Basis for Qualified Opinion 7. We did not audit the financial information of five subsidiaries, and one jointly controlled entity, whose financial information reflect total assets of `6,506 lakhs as at 31st March, 2015, total revenues of `4,864 lakhs and net cash flows out flow amounting to `223 lakhs for the year ended on that date, as considered in the consolidated financial statements. The consolidated financial statements also include the Group’s share of net profit of` 170.80 lakhs for the year ended 31st March, 2015, as considered in the consolidated financial statements, in respect of seven associates, whose financial information have not been audited by us. These financial information are unaudited and have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, jointly controlled entities and associates, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, jointly controlled entities and associates, is based solely on such unaudited financial statements / financial information. 8. In respect of certain subsidiaries of holding company, the component auditors have qualified the following : i. as stated in Note 31 of Notes forming part of the consolidated financial statements, the subsidiary company is in the process of preparing its transfer pricing reports, with justification and documentation of the transfer pricing policies adopted, in order to comply with the tax legislation requirements. Consequently, we are unable to comment on the impact of the same on the consolidated financial statements. This had also caused us to qualify our audit opinion on the consolidated financial statements for the previous year ended 31st March, 2014. ii as stated in Note 32 of Notes forming part of the consolidated financial statements regarding the status of amounts recoverable (included in Note 14 Other Non-Current Assets) aggregating to `2041.89 lakhs (Group share of `1020.94 lakhs) (previous year `1949.80 lakhs (Group share of `974.90 lakhs) which have been classified as “Good” and in respect of which management is of the view that additional provisioning is not required for reasons stated therein. In view of the uncertainties as regards recoverability of the outstanding dues, we are unable to form an opinion on the matter. This had also caused us to qualify our audit opinion on the consolidated financial statements for the previous year ended 31st March, 2014. 9. Consolidated Segment information has not been given in the Consolidated Financial Statements as required by Accounting Standard (AS) 17 “Segment Reporting” for reasons explained in Note 45 of Notes forming part of the consolidated financial statements. The said non-disclosure does not have any impact on the loss for the year and the reserves and surplus as at 31st March, 2015. This had also caused us to qualify our audit opinion on the consolidated financial statements for the previous year ended 31st March, 2014. Qualified Opinion 10. In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid

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consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group, its associates and jointly controlled entities as at 31st March, 2015, and their consolidated loss and their consolidated cash flows for the year ended on that date. Emphasis of Matter 11. In respect of a subsidiary, as stated in Note 33 of Notes forming part of the consolidated financial statements regarding claim of `704.89 lakhs (Group share of `359.49 lakhs) raised by Kantalan Portugal, S.A. for unilateral breach of the service contract that would last until 2015. The company believes that this claim is unfounded and will contest their arguments and has, therefore not recorded any provision for dealing with eventual unfavourable outcome of it, which, at this date, is uncertain. Our opinion is not qualified in respect of this matter Other Matters 12. We did not audit the financial statements of thirty five subsidiaries, and three jointly controlled entities, whose financial statements reflect total assets of` 468,934 lakhs as at 31st March, 2015, total revenues of `1,103,489 lakhs and net cash inflow amounting to` 19,825 lakhs for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, jointly controlled entities and associates, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, jointly controlled entities and associates, is based solely on the reports of the other auditors. 13. Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the matters stated in paragraph 12 above with respect to our reliance on the work done and the reports of the other auditors and the financial statements / financial information certified by the Management. Report on Other Legal and Regulatory Requirements 14. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors’ reports of the Holding company, subsidiary companies, associate companies and jointly controlled companies incorporated in India, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 15. As required by Section 143(3) of the Act, we report, to the extent applicable, that: a) We have sought and, except for the effect of the matter described in the Basis for Qualified Opinion above, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements. b) In our opinion, except for the effect of the matters described in the Basis for Qualified Opinion paragraph above, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors. c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

106 d) In our opinion, except for the effect of the matters described in the Basis for Qualified Opinion paragraph above, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. e) The matters described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Group. f) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2015 taken on record by the Board of Directors of the Holding Company and the reports of the other statutory auditors of its subsidiary companies, associate companies and jointly controlled companies incorporated in India, none of the directors of the Group’s companies, its associate companies and jointly controlled companies incorporated in India is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act. g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above. h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group, its associates and jointly controlled entities – Refer Note 35 to the consolidated financial statements. ii. Provision has been made in the consolidated financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts. iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company, and its subsidiary companies, associate companies and jointly controlled companies incorporated in India.

Deloitte Haskins & Sells LLP Chartered Accountants (Firm’s Registration No. 117366W/W-100018)

Rupen K. Bhatt Partner (Membership No. 046930) Mumbai,

Date: 17th June, 2015

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ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

(Referred to in paragraph 14 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Our reporting on the Order includes three subsidiary companies and three jointly controlled companies incorporated in India, to which the Order is applicable, which have been audited by other auditors and our report in respect of these companies is based solely on the reports of the other auditors, to the extent considered applicable for reporting under the Order in the case of the consolidated financial statements.

In respect of one jointly controlled company and one associate company incorporated in India, which have been included in the consolidated financial statements, based on unaudited financial information of such companies provided to us by the Management, whilst in our opinion, and according to the information and explanations given to us, reporting under the Order is applicable in respect of these companies, since these companies are unaudited, the possible effects of the same on our reporting under the order in the case of these consolidated financial statements has not been considered.

(i) In respect of the fixed assets of the Holding Company, subsidiary companies and jointly controlled companies incorporated in India:

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

(b) The fixed assets of Holding Company were physically verified as per the program of verification of fixed assets to cover all items in a phased manner over a period of three years, and in respect of the subsidiary companies and jointly controlled companies incorporated in India the fixed assets were physically verified during the year by the Management of the respective companies in accordance with a regular programme of verification which, in our opinion and the opinion of the other auditors, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us and the other auditors, no material discrepancies were noticed on such verification.

ii) In respect of the inventories of the Holding Company, subsidiary companies and jointly controlled companies incorporated in India:

(a) As explained to us and the other auditors, the inventories were physically verified during the year by the Management of the respective companies at reasonable intervals. In respect of stock lying with third parties, a substantial portion has been confirmed by third parties during the year.

(b) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the other auditors, the procedures of physical verification of inventory followed by the Management of the respective companies were reasonable and adequate in relation to the size of the respective companies and the nature of their business.

(c) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the other auditors, the respective companies have maintained proper records of their inventories and no material discrepancies were noticed on physical verification.

(iii) The Holding Company, subsidiary companies and jointly controlled companies incorporated in India have not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register

108 maintained under Section 189 of the Companies Act, 2013 by the respective companies.

(iv) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the other auditors some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system in the Holding Company, subsidiary companies and jointly controlled companies incorporated in India commensurate with the size of the respective companies and the nature of their business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our and the other auditors audit, no major weakness in such internal control system has been observed.

(v) According to the information and explanations given to us and the other auditors, the Holding Company, subsidiary companies and jointly controlled companies incorporated in India have not accepted any deposit during the year. There are no unclaimed deposits in the Holding Company, subsidiary companies and jointly controlled companies incorporated in India, hence the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 are not applicable.

(vi) According to the information and explanations given to us and the other auditors, in our opinion and the opinion of the other auditors, the Holding Company has, prima facie, made and maintained the prescribed cost records pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013. We have not however, made a detailed examination of the cost records with a view to determine whether they are accurate or complete. The other auditors of the subsidiary companies and jointly controlled companies have stated that the Central Government has not prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013 and hence not applicable to these companies.

(vii) According to the information and explanations given to us, in respect of statutory dues of the Holding Company, subsidiary companies and jointly controlled companies incorporated in India:

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

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

(c) As at 31st March, 2015, the following are the particulars of dues on account of Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and Cess and other matters that have not been deposited on account of any disputes by the aforesaid companies:

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Name of the Statute Nature of Forum where Dispute is Period Amount Dues pending ` in lakhs Income Tax Act, 1961 Income Tax Deputy Commissioner of Income FY 2009-10, 220 Tax, Chennai FY 2010-11 Income Tax Act, 1961 Income Tax Income Tax Appellate Tribunal FY 2009-10 208.99 Sales – Tax Laws Sales-Tax Appellate Authority – up to 1997-2005 539.02 Commissioner Level Service Tax Laws Service Tax Appellate Authority – Tribunal 2004-2009 19.32 Level Excise Laws Excise Duty Commissioner of Central Excise 2009-2014 232.72 DEPB / Drawback claims DEPB / High Court 2003-2006 310.79 Drawback claims DEPB / Drawback claims DEPB / Joint Secretary (Revisionary 2005-2009 1,219.09 Drawback Authority) claims DEPB / Drawback claims DEPB / Assistant Commissioner – 2005-2011 1,675.23 Drawback Customs claims Income tax Act Income tax Madras High Court FY 2002-03 14.77 Income tax Act Income tax Commissioner (appeals) FY 2000‑01, 16.69 2002-03, 2004-05 Sales tax Act Sales tax S.T.A.T 2003-04, 7.43 2005-06 T. Nadu VAT Act Value added Asst. Commissioner (CT) 2008-09 to 0.70 tax 2012-13 Central sales tax Act Central sales Asst. Commissioner (CT) 2008-09 to 8.11 tax 2012-13 Tamil Nadu Value Added Value Added Appellate Deputy Commissioner FY 2007-08, FY 5.31 Tax Act 2006 Tax 2008-09 and FY 2009-10 Bihar Value Added Tax Act Value Added Assessing Officer FY 2013-14 3.50 Tax Goa Value Added Tax Act Value Added Commercial Tax Officer - Goa FY 2009-10 1.14 Tax Goa Value Added Tax Act Value Added Commercial Tax Officer – Margao FY 2010-11 6.26 Tax 110 Name of the Statute Nature of Forum where Dispute is Period Amount Dues pending ` in lakhs Haryana Value Added Tax Value Added Commercial Tax Officer FY 2011-12 188.14 Act Tax Jammu & Kashmir Value Value Added Appeal at first level FY 2012-13 2.84 Added Tax Act Tax Karnataka Value Added Value Added Commercial Tax Officer - Check FY 2014-15 10.76 Tax Act Tax Post Kerala Value Added Tax Value Added Intelligence Inspector FY 2012-13 1.65 Act Tax Kerala Value Added Tax Value Added Intelligence Inspector Squad VI, FY 2010-11 2.22 Act Tax Ernakulum, Commercial Taxes Kerala Value Added Tax Value Added Intelligence Inspector Squad VI, FY 2005-06 1.26 Act Tax Ernakulum, Commercial Taxes Kerala Value Added Tax Value Added Rapid Action Force, Ernakulum FY 2005-06 10.92 Act Tax Madhya Pradesh Value Value Added Assessing Officer FY 2010-11, 24.51 Added Tax Act Tax 2011-12, 2013-14 Madhya Pradesh Value Value Added Appellate Authority FY 2011-12 3.92 Added Tax Act Tax Maharashtra Value Added Value Added Deputy Commissioner Appeals FY 2008-09 822.87 Tax Act Tax Maharashtra Value Added Value Added Joint Commissioner Appeals FY 2005-06, 1,525.44 Tax Act Tax 2007-08, 2008-09, 2009-10, 2010-11 Rajasthan Value Added Value Added Commercial Tax Officer FY 2011-12 22.5 Tax Act Tax Tamil Nadu Value Added Value Added Assistant Commissioner - FY 2009-10, 15.76 Tax Act Tax Commercial tax FY 2010-11 Uttar Pradesh Value Value Added Appeal at first level FY 2009-10 5.53 Added Tax Act Tax Uttar Pradesh Value Value Added Commissioner (A) FY 2008-09 4.05 Added Tax Act Tax Uttar Pradesh Value Value Added The Commercial Tax Tribunal FY 2007-08 7.84 Added Tax Act Tax Bench III

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Name of the Statute Nature of Forum where Dispute is Period Amount Dues pending ` in lakhs Uttar Pradesh Value Value Added First Appeal FY 2007-08 10.3 Added Tax Act Tax Uttar Pradesh Value Value Added First Appeal FY 2010-11 9.82 Added Tax Act Tax Uttar Pradesh Value Value Added Joint Commissioner Commercial FY 2011-12 8 Added Tax Act Tax Tax Uttar Pradesh Value Value Added The Commercial Tax Tribunal FY 2007-08 11.98 Added Tax Act Tax Bench III Uttar Pradesh Value Value Added Sales Tax Appellate Tribunal FY 2008-09 2.8 Added Tax Act Tax Finance Act, 1994 Service Tax Additional Commissioner, FY 2007-08 12.26 Service Tax Finance Act, 1994 Service Tax Commissioner of Service Tax FY 2004-05 and 3,378.49 2005-06 Income Tax Act, 1961 Income Tax Income Tax Appellate Tribunal FY 2004-05 9.64 Value Added Tax Act Value Added First Appeal FY 2010-11 6.34 Tax Income Tax Act, 1961 Income Tax Commissioner (appeals) FY 2009-10 47.32

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

(viii) Without considering the possible effects of our audit qualification reported in para 8 (i) of the Basis of Qualified Opinion of our Audit Report which is not quantifiable, the Group, its associates and jointly controlled entities does not have consolidated accumulated losses at the end of the financial year and the Group, its associates and jointly controlled companies have incurred cash losses on a consolidated basis during the financial year covered by our audit and in the immediately preceding financial year.

(ix) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and to other auditors, the Holding Company, subsidiary companies and jointly controlled companies incorporated in India have not defaulted in repayment of dues to financial institutions, banks and debenture holders, where applicable.

(x) According to the information and explanations given to us and the other auditors, the Holding Company, subsidiary companies and jointly controlled companies incorporated in India have not given guarantees for loans taken by others outside of the Group, its associates and jointly controlled entities from banks and financial institutions.

112 (xi) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the other auditors, the term loans have been applied by the Holding Company, subsidiary companies and jointly controlled companies incorporated in India during the year for the purposes for which they were obtained, other than temporary deployment pending application in the case of the Holding Company.

(xii) To the best of our knowledge and according to the information and explanations given to us and the other auditors, no fraud by the Holding Company, its subsidiary companies and jointly controlled companies incorporated in India and no material fraud on the Holding Company, its subsidiary companies, and jointly controlled companies incorporated in India has been noticed or reported during the year.

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

RUPEN K. BHATT Partner (Membership No. 046930) Mumbai,

Date : 17th June, 2015

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CONSOLIDATED BALANCE SHEET AS AT 31st March, 2015

Particulars Note No. As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs A EQUITY AND LIABILITIES 1 Shareholders’ funds (a) Share capital 2 4,010.00 4,010.00 (b) Reserves and surplus 3 52,620.07 70,092.71 56,630.07 74,102.71

2 Unsecured Perpetual Securities 4 73,282.03 -

3 Minority Interest 5,348.41 4,392.51

4 Non-current liabilities (a) Long-term borrowings 5 50,150.14 1,13,134.65 (b) Deferred tax liability 42 538.59 754.62 (c) Other long-term liabilities 6 857.95 1,062.69 (d) Long-term provisions 7 2,240.76 1,120.67 53,787.44 1,16,072.63 5 Current liabilities (a) Short-term borrowings 8 2,21,535.17 2,14,031.30 (b) Trade payables [includes share of Joint ventures 1,63,800.74 1,56,697.70 `1392.79 lakhs (2014 : `2,534.01 lakhs)] (c) Other current liabilities 9 48,935.80 21,374.70 (d) Short-term provisions 10 9,883.28 9,940.81 4,44,154.99 4,02,044.51

6,33,202.94 5,96,612.36 B ASSETS 1 Non-current assets (a) Fixed assets (i) Tangible assets 11 47,948.41 48,433.85 (ii) Intangible assets 11 1,766.61 2,351.49 (iii) Capital work-in-progress [includes share of Joint 2,006.71 17,143.49 venture `1.05 lakhs (2014 : `16,421.10 lakhs)] 51,721.73 67,928.83

(b) Goodwill on Consolidation 33,042.15 32,424.47 (c) Non-current investments 12 35,365.57 43,536.26 (d) Deferred tax assets 42 2,753.25 2,469.54 (e) Long-term loans and advances 13 14,931.44 14,001.59 (f) Other non current assets 14 3,491.38 2,750.61 89,583.79 95,182.47 2 Current assets (a) Current investments 15 355.45 3,652.54 (b) Inventories 16 1,54,513.99 1,59,610.99 (c) Trade receivables 17 2,38,565.51 2,19,212.34 (d) Cash and cash equivalents 18 38,561.23 18,566.07 (e) Short-term loans and advances 19 28,423.59 30,510.75 (f) Other current assets 20 31,477.65 1,948.37 4,91,897.42 4,33,501.06 6,33,202.94 5,96,612.36 See accompanying notes forming part of the financial statements In terms of our report attached. For and on behalf of the Board of Directors For Deloitte Haskins & Sells LLP Chartered Accountants G. K. PILLAI (Chairman) Rupen K. Bhatt N. N. TATA (Managing Director) Partner A. M. PONKSHE (Chief Financial Officer and Company Secretary) Place : Mumbai Place : Mumbai Date : 17th June, 2015 Date : 17th June, 2015

114 CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st March, 2015

Particulars Note No. For the year ended For the year ended 31st March, 2015 31st March, 2014 ` in lakhs ` in lakhs A CONTINUING OPERATIONS 1 Revenue from operations (gross) 13,60,589.57 10,54,839.91 Less: Excise duty 360.61 350.78 Revenue from operations (net) 21 13,60,228.96 10,54,489.13 2 Other income 22 7,121.16 8,340.12 3 Total revenue (1+2) 13,67,350.12 10,62,829.25 4 Expenses (a) Cost of materials consumed [includes share of Joint ventures 1,05,000.26 82,878.72 `6,117.77 lakhs (2014 : `2,340.44 lakhs)] (b) Purchases of stock-in-trade [includes share of Joint ventures 10,19,473.16 8,35,010.85 `198.70 lakhs (2014 : `1,565.83 lakhs)] (c) Changes in inventories of finished goods, work-in-progress and 23 12,570.61 (45,432.89) stock-in-trade (d) Employee benefits expense 24 49,426.75 43,756.89 (e) Finance costs 25 18,070.38 15,900.61 (f) Depreciation and amortisation expense 11 10,323.78 7,297.35 (g) Other expenses 26 1,69,655.22 1,29,756.84 Total expenses 13,84,520.16 10,69,168.37 5 (Loss) before exceptional and tax (3 - 4) (17,170.04) (6,339.12) 6 Exceptional items 27 10,677.69 1,675.55 7 (Loss) before tax (5 + 6) (6,492.35) (4,663.57) 8 Tax expense: (a) Current tax expense for current year 5,617.26 7,004.20 (b) Current tax credit relating to prior years 959.62 34.85 (d) Deferred tax 42 (739.36) (2,286.90) Total Tax expense 5,837.52 4,752.15 9 (Loss) from continuing operations (7 - 8) (12,329.87) (9,415.72) B DISCONTINUED OPERATION 30 10 (Loss) from discontinuing operations (before tax) - (654.27) 11 (Loss) on disposal of assets attributable to the discontinuing operations - (272.35) 12 Less: Tax credit for discontinuing operations - 194.22 13 (Loss) from discontinuing operations (10+11-12) - (732.40) C TOTAL OPERATIONS 14 (Loss) for the year before minority interest and share of profit/ (12,329.87) (10,148.12) (loss) of associates (9 + 13) 15 Minority Interest (614.17) 519.86 16 Share of (Profit) / loss of associates for the year 170.80 (37.20) 17 (Loss) for the year (14 +15+16) (12,773.24) (9,665.46) 18 Earnings per share (Face value of `1000/- per share) ` : 41 (a) Basic (i) Continuing operations (3,185.35) (2,348.06) (ii) Total operations (3,185.35) (2,410.34) (b) Diluted (i) Continuing operations (3,185.35) (2,348.06) (ii) Total operations (3,185.35) (2,410.34) See accompanying notes forming part of the consolidated financial statements In terms of our report attached. For and on behalf of the Board of Directors For Deloitte Haskins & Sells LLP Chartered Accountants G. K. PILLAI (Chairman) Rupen K. Bhatt Partner N. N. TATA (Managing Director) A. M. PONKSHE (Chief Financial Officer and Company Secretary) Place : Mumbai Place : Mumbai Date : 17th June, 2015 Date : 17th, June 2015 115 INTERNATIONAL Fifty second annual report 2014-2015

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Consolidated Cash Flow Statement for the year ended 31 March, 2015

For the year ended For the year ended Particulars 31st March, 2015 31st March, 2014 ` In lakhs ` In lakhs ` In lakhs ` In lakhs A. Cash flow from operating activities Net (Loss)/ Profit before tax (6,492.35) (5,590.19) Adjustments for: Net unrealised exchange (gain) / loss (457.56) 3,660.02 Depreciation and amortisation expense 10,323.78 7,532.08 (Profit)/loss on sale of fixed assets including assets written (171.36) 538.49 off (Profit) on sale of fixed assets (Exceptional item) (6,324.94) (2,363.97) Impairment of Fixed Assets - 688.42 Change in Accounting policy for Depreciation on Fixed (1,726.61) - Assets (gain) Inventories written off 704.95 - Provision for diminution in the value of Investments 5,722.96 - Finance costs 18,070.38 15,900.61 Interest income (2,297.00) (1,898.21) Dividend income (397.53) (355.15) (Gain) on sale of investments (9,054.05) - 14,393.02 23,702.29 Operating profit before working capital changes 7,900.67 18,112.10 Changes in working capital: Adjustments for (increase) / decrease in operating assets: Inventories 4,813.28 (45,773.75) Trade receivables (18,210.42) (1,06,763.78) Short term loan and advances 3,008.48 (5,012.90) Long term loan and advances (185.57) (252.85) Other non-current assets (92.19) 188.56 Other current assets 1,048.86 (9,617.56) (190.05) (1,57,804.77) Adjustments for (increase) / decrease in operating liabilities: Trade payables (9,855.25) 41,348.60 Other current liabilities 5,047.73 1,601.51 Other long term liabilities (197.70) (398.24) Short term provisions 217.63 1,170.76 Long term provisions 182.14 (4,605.45) (62.46) 43,660.17 Cash generated from operations (6,322.34) (96,032.50) Net income tax (paid) (net) (8,545.25) (7,042.54) Net cash flow from / (used in) operating activities (A) (14,867.59) (1,03,075.04)

B. Cash flow from investing activities Purchase of fixed assets (11,547.07) (11,276.91) Advance received for proposed sale of land/other fixed - 145.00 assets Proceeds from sale of fixed assets 8,115.14 4,318.95 Current investments - Purchased (43,648.16) (33,628.65) - Proceeds from sale 47,530.75 31,335.25 - Advance towards purchase of mutual funds (210.00) (356.00) Purchase of long-term investments - Subsidiaries (2,501.20) - - Associate (290.99) (1,416.03) - Joint venture (2,331.30) - - Others (2.50) (14.15) Proceeds from sale of long-term investments - Associate 6,076.51 50.00 Interest received - Others 2,098.27 1,762.03 Dividend from Associates 78.00 1,328.00 Dividend from Mutual funds 118.12 117.41 Dividend from Non current investment 279.41 237.74

116 Consolidated Cash Flow Statement for the year ended 31 March, 2015

For the year ended For the year ended Particulars 31st March, 2015 31st March, 2014 ` In lakhs ` In lakhs ` In lakhs ` In lakhs Bank Balance not considered as cash and cash equivalents (564.58) 45.52 (net) Net cash flow from / (used in) investing activities (B) 3,200.40 (7,351.84)

C. Cash flow from financing activities Proceeds from perpetual securities 73,282.03 - Proceeds from long-term borrowings 2,422.58 24,168.23 Repayment of long-term borrowings (30,390.94) (25,355.48) Proceeds from short-term borrowings (net) 6,414.39 1,04,817.45 Finance cost (18,684.22) (15,764.29) Dividends paid to minority shareholder (42.90) (450.96) Dividends paid (401.00) - Tax on dividend (36.15) (312.17) Net cash flow from / (used in) financing activities (C) 32,563.79 87,102.78 Net increase / (decrease) in Cash and cash equivalents 20,896.61 (23,324.10) (A+B+C) Cash and cash equivalents at the beginning of the year 17,908.53 41,232.63 Add: cash and cash equivalents on acquisition of a 22.22 - subsidiary Less: cash and cash equivalents on sale of subsidiary (1,488.24) - Cash and cash equivalents at the end of the year 37,339.12 17,908.53

Reconciliation of Cash and cash equivalents with the Balance Sheet: Cash and cash equivalents as per Balance Sheet (Refer 37,356.44 17,925.86 Note 18) Less: Unrealised exchange gain 17.33 17.33 Net Cash and cash equivalents 37,339.11 17,908.53 (as defined in AS 3 Cash Flow Statements) Cash and cash equivalents at the end of the year 37,339.11 17,908.53

NOTES: 1 The above Cash Flow Statement has been prepared using the Indirect Method as per Accounting Standard ( AS ) 3 - ‘Cash Flow Statements’ specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

In terms of our report attached. For and on behalf of the Board of Directors For Deloitte Haskins & Sells LLP Chartered Accountants G. K. PILLAI (Chairman) Rupen K. Bhatt Partner N. N. TATA (Managing Director) A. M. PONKSHE (Chief Financial Officer and Company Secretary) Place : Mumbai Place : Mumbai Date : 17th June, 2015 Date : 17th June, 2015

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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS: 1. The Consolidated Financial Statements relate to Tata International Limited (the “Company”), its subsidiaries and jointly controlled entities (the Company, its subsidiaries and jointly controlled entities constitute “the Group”). The Consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 (AS 21) “Consolidated Financial Statements”, Accounting Standard 23 (AS 23) “Accounting for Investment in Associates in Consolidated Financial Statements” and Accounting Standard 27 (AS 27) “Financial Reporting of Interest in Joint Ventures” notified by Companies (Accounts) Rules, 2014. The Consolidated Financial Statements have been prepared on the following basis – (a) Investments in Subsidiaries : i) The Financial Statements of the Company and its subsidiary companies have been combined on a line by line basis by adding together the book values of like items of assets, liabilities, income and expenses. Intra group balances, intra group transactions and unrealised profits or losses have been fully eliminated. ii) The difference between the cost of investment in the subsidiaries over the Company’s portion of equity of the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve. iii) Minority Interest in the net assets of consolidated subsidiaries consists of a) the amount of equity attributable to minorities at the date on which investment in a subsidiary is made; and b) the minorities’ share of movement in equity since the date the parent subsidiary relationship came into existence.

The subsidiaries considered in the presentation of these consolidated financial statements are: Sr. Name of the Subsidiary Country of Proportion of Proportion of Voting No. Company Incorporation Ownership Interest power where different As at As at As at As at 31-03-2015 31-03-2014 31-03-2015 31-03-2014 Foreign Subsidiaries 1 Tata Africa Holdings (SA) South Africa 100% 100% - - (Proprietary) Limited (TAHPL) (11.8% (31st March 2014 – 0.5%) shares held by TISPL) 2 Tata South-East Asia Hong Kong 100% 100% - - Limited (TSEA) 3 Tata South East Asia Cambodia 100% 100% - - (Cambodia) Limited (A 100% subsidiary of TSEA) 4 Tata West Asia FZE (TWA) UAE 100% 100% - - 5 Tata Africa Holdings Ghana 100% 100% - - (Ghana) Limited (TAHGL) (a 100% subsidiary of TAHPL) 6 Alliance Motors Ghana Ghana 60% 60% - - Limited (a 60% subsidiary of TAHGL) 118 Sr. Name of the Subsidiary Country of Proportion of Proportion of Voting No. Company Incorporation Ownership Interest power where different As at As at As at As at 31-03-2015 31-03-2014 31-03-2015 31-03-2014 7 Tata Africa Holdings Kenya 100% 100% - - (Kenya) Limited (TAHKL) (a 100% subsidiary of TAHPL) 8 Tata Africa Holdings Tanzania 100% 100% - - (Tanzania) Limited (TAHTL) (a 100% subsidiary of TAHPL) 9 Tata Africa Services Nigeria 100% 100% - - (Nigeria) Limited (TASNL) (a 100% subsidiary of TAHPL) 10 TAH Pharmaceuticals Ltd Nigeria 100% 100% - - (a 100% subsidiary of TASNL) 11 Tata Africa Steel Processors South Africa 100% 100% - - (Proprietary) Limited (TASPL) (a 100% subsidiary of TAHPL) 12 Tata Automobile South Africa 100% 100% - - Corporation (SA) (Proprietary) Limited (TACPL) (a 100% subsidiary of TAHPL) 13 Tata Holdings Mocambique 100% 100% - - Mocambique, Limitada (THML)(a 100% subsidiary of TAHPL) 14 Tata Uganda Limited (TUL) Uganda 100% 100% - - (a 100% subsidiary of TAHPL) 15 Tata Zambia Limited (TZL) Zambia 100% 100% - - (a 100% subsidiary of TAHPL) 16 Tata Zimbabwe (Private) Zimbabwe 100% 100% - - Limited (TZPL) (a 100% subsidiary of TAHPL) 17 Tata Africa (Senegal) SARL Senegal 100% 100% - - (a 100% subsidiary of TAHPL) 18 BlackWood Hodge Zimbabwe 100% 100% - - Zimbabwe (Private) Limited (BHZPL) (a 100% subsidiary of TAHPL) 119 INTERNATIONAL Fifty second annual report 2014-2015

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Sr. Name of the Subsidiary Country of Proportion of Proportion of Voting No. Company Incorporation Ownership Interest power where different As at As at As at As at 31-03-2015 31-03-2014 31-03-2015 31-03-2014 19 TAHL (Mauritius) Power Mauritius 100% 100% - - Projects Limited (a 100% subsidiary of TAHPL) 20 TAHL (Mauritius) Mining Mauritius 100% 100% - - Projects Limited (a 100% subsidiary of TAHPL) (TAHLM) 21 Tata Africa (Cote D’Ivorie) Ivory Coast 100% 100% - - SARL (a 100% subsidiary of TAHPL) 22 M’Pumalanga Mining Madagascar 100% 100% - - Resources SA (A 100% subsidiary of TAHLM) 23 Tata De Mocambique, Mocambique 65% 65% - - Limitada (TDML) (a 65% subsidiary of THML) 24 Cometal S.A.R.L (CSARL) (a Mocambique 71% 71% - - 71% subsidiary of THML) 25 Pamodzi Hotels Plc (PHP) Zambia 90% 90% - - (a 90% subsidiary of TZL) 26 TIL Leather (Mauritius) Mauritius 100% 100% - - Limited (TLML) 27 Move On Componentes E Portugal 51% 51% - - Calcado S A (MOVE ON) (a 51% subsidiary of TLML) 28 Tata International Trading Brazil 100% 100% - - BrasilLtda (99.49% shares held by TLML and 0.51% shares held by TSEA) 29 Monroa Portugal, Portugal 100% 100% - - Comercio E Servicos, Unipessoal LDA (MONROA) (a 100% subsidiary of TLML) 30 Move On Retail Spain S Spain 100% 100% - - L (a 100% subsidiary of MONROA) 31 Tata International Singapore 100% 100% - - Singapore Pte Ltd (TISPL)

120 Sr. Name of the Subsidiary Country of Proportion of Proportion of Voting No. Company Incorporation Ownership Interest power where different As at As at As at As at 31-03-2015 31-03-2014 31-03-2015 31-03-2014 32 Tata International Metals United States 100% 100% - - (Americas) Limited of America (Formerly known as Tata Steel International (North America) Limited) (TIMACL) (a 100% subsidiary of TISPL) 33 Tata International Metals Hongkong 100% 100% - - (Asia) Limited (Formerly known as Tata Steel International (Hongkong) Limited) (TIMAL) (a 100% subsidiary of TISPL) 34 Tata International United 100% 100% - - Metals ( UK) Limited Kingdom (Formerly known as Tata Steel International (UK) Limited) (TIMUKL) (a 100% subsidiary of TISPL) 35 Industrial Steels Limited United 100% 100% - - (100% subsidiary of Kingdom TSIUK)* 36 Tata International West United Arab 100% - - - Asia DMCC (a 100% Emirates subsidiary of TISPL) (incorporated on 18th November, 2014) 37 Unitech Motors S A (a 70% Senegal 70% - - - subsidiary of TISPL) (with effect from 23rd March, 2015) Indian Subsidiaries 1 Bachi Shoes Limited (BSL) India 75.99% 75.99% - - 2 Euro Shoes Components India 75.74% 75.74% 77.66% 77.66% Limited (ESCPL) (69.66% held by the Company and 8% by BSL) 3 Calsea Footwear Private India 50.91% 50.91% - - Limited (a 99.82% subsidiary of MOVE ON) 4 Drive India Enterprise India 50.00% 50.00% - - Solutions Limited * The directors intend to liquidate Industrial Steel Limited. 121 INTERNATIONAL Fifty second annual report 2014-2015

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Note: (i) The Financial Statements of all subsidiaries, considered in the consolidated accounts, are drawn upto 31st March, 2015, except in case of the following subsidiaries where they are drawn upto 31st December, 2014 • Tata De Mocambique, Limitada • Cometal S.A.R.L., • Tata Africa (Senegal) SARL , • Tata International Trading Brasil Ltda • Monroa Portugal, Comercio E Servicos, Unipessoal LDA • Move On Retail Spain S L • Tata Holding Mocambique Limitada • Tata Africa (Cote D’Ivorie) SARL

(ii) Consolidation of the following subsidiaries has been done on the basis of unaudited financial statements, as certified by the management of the subsidiaries. • Tata International Trading Brasil Ltda • Monroa Portugal, Comercio E Servicos, Unipessoal LDA • Move On Retail Spain S L • Tata International West Asia DMCC • Unitech Motors S A

(b) Interest in Joint Ventures The Group’s interest in jointly controlled entities of the Group are:

Name of the Entity Country of Percentage Percentage Incorporation of Ownership of Ownership Interest as at Interest as at 31-3-2015 31-3-2014 Tata International DLT Private Limited India 50% 50% Tata Precision Industries (India) Limited India 50% 50% Rite Brand Retail Private Limited India 38% 38% Itezhi Tezhi Power Corporation Limited (sold Zambia - 50% during the year) Tata International Wolverine Brands India 50% 50% Limited# Tata International GST AutoLeather Limited India 50% 50% (w.e.f 13th March 2014)

# Consolidated based on unaudited financial statements certified by its management for the year ended 31st March, 2015. Interests in Joint Ventures are accounted for using proportionate consolidation method.

122 (c) Investment in Associates The Group’s Associates are:

Name of the Entity Country of Percentage of Percentage of Incorporation Ownership Interest Ownership Interest as at as at 31-3-2015 31-3-2014 Accordian Investments South Africa 40% 40% (Proprietary) Limited Consilience Technologies South Africa 50% 50% (Proprietary) Limited IHMS Hotels (South Africa) South Africa 50% 50% (Proprietary) Limited TCS Africa (Proprietary) Limited South Africa - 40% (Sold during the year) Newshelf 919 (Proprietary) South Africa 50% 50% Limited Tata Motors (SA) (Proprietary) South Africa 40% 40% Limited Tata Ceramics Limited India 40.54% 40.54% A. O. Avron Russia 32% 32% The financial statements of all associates, considered in the consolidated accounts, are drawn upto 31st March, 2015 except in case of Consilience Technologies (Proprietary) Limited where they are drawn upto 31st December, 2014 and have been consolidated based on unaudited financial statements certified by their managements. These investments have been accounted for using the equity method whereby the investment is initially recorded at cost and adjusted thereafter for the post acquisition change in the Group’s share of net assets.

(d) The contribution of the subsidiaries acquired during the year is as under:

( ` in lakhs) Name of subsidiary Revenue Net Profit/(Loss) Net Assets (Post Aquisition) (Post Aquisition) Unitech Motors S A - - 1,291.31 Tata International West Asia DMCC - (0.50) 8.01

(e) (i) The breakup of investment in associates is as under:-

Accordian Consilience IHMS TCS Africa Newshelf Tata Tata AO Investments Technologies Hotels (Pty) 919 (Pty) Motors Ceramics Avron # (Pty) Limited (Pty) Limited (SA) (Pty) Limited Limited # (SA) (Pty) Limited # # # Limited # Limited # i) Number of Equity Shares 18,000,000 2,500,000 500 - 200 79,34,800 39,564,952 - 18,000,000 2,500,000 500 5,600,000 200 79,34,800 39,564,952 -

ii) Percentage 40.00 50.00 50.00 - 50.00 40.00 40.54 32.00 holding 40.00 50.00 50.00 40.00 50.00 40.00 40.54 32.00

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Accordian Consilience IHMS TCS Africa Newshelf Tata Tata AO Investments Technologies Hotels (Pty) 919 (Pty) Motors Ceramics Avron # (Pty) Limited (Pty) Limited (SA) (Pty) Limited Limited # (SA) (Pty) Limited # # # Limited # Limited # iii) Cost of Investment (Equity Share) 930.35 129.22 4,880.77 - 1,860.70 410.12 811.14 168.12 1,019.54 141.60 5,029.79 317.19 2,039.08 449.44 811.14 168.12 iv) Share in accumulated profits net of dividends received upto 31st March, 2014 (1,019.54) 1,144.05 (5,029.79) - 1,322.83 (7.91) - (168.12) (1,066.43) 1,483.98 (3,348.40) 1,532.00 696.12 2.46 - (168.12) v) Share of Profit/ (Losses) for the year - 545.41 (310.82) - (105.56) 42.21 - - - 260.57 (1,933.67) 442.57 1204.19 (10.86) - - Less: Dividend Received During the year - - - - (78.28) - - - - (551.03) - (268.33) (509.11) - - - Prior period adjustment - - - - - (0.44) ------vi) Share of profit / (Losses) net of dividends received during the year - 545.41 (310.82) - (183.84) 41.77 - - - (290.46) (1,933.67) 174.24 695.08 (10.86) - - vii) Provision for Diminution in value of investment $ - 129.22 - - - - 811.14 - - 141.60 - - - - 811.14 - viii) Translation Adjustment 89.19 (134.89) 459.84 - (103.99) (1.82) - - 46.89 (49.47) 252.28 (76.83) (68.37) 0.48 - - ix) Carrying Cost -* 1,554.57 -* - 2,895.70 442.16 -* -* -* 1,144.05 -* 1,946.60 3,361.91 441.52 -* -* # Share of profit accounted based on unaudited financial statements certified by their managements for the year ended 31st March, 2015. $ Included in Note 12 under Provision for diminution in the value of Investments * Share of losses restricted to the original cost of investments as per the equity method of accounting for associates under AS- 23 ‘Accounting for investments in associates in Consolidated Financial Statements.’ 124 NOTE 2 SHARE CAPITAL Particulars As at 31st March, 2015 As at 31st March, 2014 Number of ` in lakhs Number of ` in lakhs shares shares (a) Authorised Equity shares of `1,000 each with voting rights 5,00,000 5,000.00 5,00,000 5,000.00 Preference Shares of `1,000 each 2,00,000 2,000.00 2,00,000 2,000.00 7,000.00 7,000.00 (b) Issued , subscribed and fully paid up Equity shares of `1,000 each with voting rights 4,01,000 4,010.00 4,01,000 4,010.00 Total 4,01,000 4,010.00 4,01,000 4,010.00 Refer Notes (i) to (iv) below

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

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

Number of ` in lakhs Number of ` in lakhs shares shares

Equity shares with voting rights

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

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

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

Number of shares Number of shares

Equity Shares with voting rights

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

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

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

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

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

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

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

Trent Limited (associate of TSL) - 3,000

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

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NOTE 2 SHARE CAPITAL (Contd.) (iv) Details of shares held by each shareholder holding more than 5% shares:

Class of shares / Name of shareholder As at 31st March, 2015 As at 31st March, 2014 Number % holding Number of % holding of shares in that class shares held in that class held of shares of shares Equity shares with voting rights ...... Tata Sons Limited ...... 1,67,400 41.75% 1,67,400 41.75% Tata Motors Limited ...... 50,000 12.47% 50,000 12.47% Tata Chemicals Limited ...... 48,000 11.97% 48,000 11.97% Tata Steel Limited ...... 28,616 7.14% 9,480 2.36% Ewart Investments Limited ...... 25,000 6.23% 25,000 6.23% AF-TAAB Investment Company Limited ...... 20,500 5.11% 20,500 5.11%

NOTE 3 RESERVES AND SURPLUS

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

(a) Capital reserve Opening balance ...... - 15.36 Add: Translation reserve adjustment ...... - - Less: Tranfer to P&L Reserves ...... - (15.36) Closing balance ...... - -

(b) Capital reserve on consolidation Opening balance ...... 292.51 248.94 Add: Translation reserve adjustment ...... (51.48) 43.57 Closing balance ...... 241.03 292.51

(c) Securities premium account Opening balance and Closing balance ...... 18,090.00 18,090.00

(d) Debenture redemption reserve Opening balance ...... 4,900.00 1,633.33 Add: Transferred from Statement of Profit and Loss ...... 1,225.00 3,266.67 Closing balance ...... 6,125.00 4,900.00

(e) Legal reserve Opening balance ...... 5.55 5.81 Add: Translation reserve adjustment ...... - (0.26) Closing balance ...... 5.55 5.55

126 Particulars As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs (f) General reserve Opening balance ...... 10,828.31 10,675.81 Add: Transferred from Statement of Profit and Loss ...... 30.07 152.50 Closing balance ...... 10,858.38 10,828.31

(g) Contingency Reserve Opening balance and Closing balance ...... 1,020.33 1,020.33

(h) Foreign Projects Reserve Opening balance and Closing balance ...... 35.00 35.00

(i) Foreign Currency Fluctuation Reserve Opening balance ...... (9,274.25) (6,041.79) Add: Additions / transfers during the year ...... (1,921.93) (3,232.46) Closing balance ...... (11,196.18) (9,274.25)

(j) Surplus in Statement of Profit and Loss Opening balance ...... 44,195.26 56,622.93 Profit / (Loss) for the year ...... (12,773.24) (9,665.46) Less : Written Down Value as on 1st April, 2014 of assets whose life 276.51 - has expired as per Schedule II of Companies Act, 2013 (deferred tax ` 62.24 lakhs) (Refer note 29) Add: Minority interest (refer note below) ...... - 1,216.95 Transfer from Capital Reserves ...... - 15.36 Less: Proposed Dividend ...... 401.00 401.00 Tax on Proposed dividend ...... 233.08 174.35 Transfer to General Reserve ...... 30.07 152.50 Transfer to Debenture redemption reserve ...... 1,225.00 3,266.67 Distribution on unsecured perpetual securities ...... 1,815.40

Closing balance ...... 27,440.96 44,195.26

Total ...... 52,620.07 70,092.71

Note : During the previous year, minority shareholders of Move on (subsidiary) converted their shareholder’s loan of `1,815 lakhs to equity share capital. Hence, minority shareholders share in the loss for the year 2012-13 of `1,216 lakhs absorbed by TIL in the year 2012-13, was transferred to minority shareholders account in the previous year .

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NOTE 4 UNSECURED PERPETUAL SECURITIES

Particulars As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs Unsecured Perpetual Securities 73,282.03 - Total 73,282.03 -

Note : During the year, Tata International Singapore Pte Limited (TISPL), a wholly owned subsidiary of the Company issued S$ 150 million Guaranteed Senior Perpetual Capital Securities (the “Securities”).These Securities are perpetual in nature with no maturity or redemption and are callable only at the option of the Company. The distribution on the said Securities, which may be deferred at the option of the Company under certain circumstances, is set at 6.65% p.a., with a step up provision if the Securities are called after 5 years. As these securities are perpetual in nature and rank and will rank at all times pari passu without any preference among themselves and at least equally with all other present and future outstanding direct, unconditional, unsecured and unsubordinated obligations of TISPL, these are considered to be in the nature of equity instruments and are not classified as “Debt” and the distribution on such securities is not considered under “Interest”. These Securities are guaranteed by the Parent Company. Unless all arrears of distribution are fully paid to these Securities, TISPL and the Parent Company shall not declare or pay any dividends or distributions or make any other payment on, or will procure that no dividend, distribution or other payment is made on any securities of TISPL and the Parent Company ranking pari passu with, or junior to, the securities, or redeem, reduce, cancel, buy-back or acquire for any consideration any security of the TISPL and the parent company ranking pari passu with, or junior to, the Securities. NOTE 5 LONG-TERM BORROWINGS

Particulars As at 31st Mar, 2015 As at 31st Mar, 2014 Long term Current Total Long term Current Total maturities maturities (a) Secured : ` in lakhs ` in lakhs Term Loans from Banks 12,307.10 1,429.47 13,736.57 46,292.76 4,410.22 50,702.98 Other loans and advances - 31.54 31.54 - 71.83 71.83 12,307.10 1,461.01 13,768.11 46,292.76 4,482.05 50,774.81 (b) Unsecured : Debentures- Privately placed non-convertible - 24,500.00 24,500.00 24,500.00 - 24,500.00 [Refer Note (i) below] 200, 4.30% SGD Notes of face value of SGD 22,749.35 - 22,749.35 23,755.16 - 23,755.16 250,000 [Refer Note (ii) below] Term Loans from Banks (Refer Note 34) 13,286.83 3,754.89 17,041.72 16,466.35 5,568.33 22,034.68 Other loans and advances 1,368.00 - 1,368.00 1,660.15 - 1,660.15 37,404.18 28,254.89 65,659.07 66,381.66 5,568.33 71,949.99 Group Share in Joint Venture (Secured) 438.86 307.00 745.86 460.23 238.71 698.94 Total 50,150.14 30,022.90 80,173.04 1,13,134.65 10,289.09 1,23,423.74

Note : (i) During the year 2010-11 the Parent Company had purchased 1,193 Equity Shares of `100 each aggregating to 76% of the total issued and paid-up Equity Capital of Bachi Shoes (India) Limited (subsidiary) and 41,800 Equity Shares of `10 each aggregating to 69.67% of the total issued and paid-up Equity Capital of Euro Shoe Components Private Limited (subsidiary) for a consideration of `24,700 lakhs. The Parent Company issued and allotted 2,450 Unsecured Redeemable, Non-Convertible Zero Coupon Debentures (NCDs) of the face value of `10,00,000 (Rupees Ten Lakhs only) each, for a period of 5 (five) years on a private placement basis aggregating to `24,500 lakhs and paid `200 lakhs in cash as consideration for the above investment. Further, as per the Shareholder’s agreement dated 27th December, 2010, between the Parent Company and the remaining shareholders of Bachi Shoes (India) Limited (subsidiary), the Parent Company will pay `2,300 lakhs, within 15 days from the audited accounts being adopted by the Board, as additional consideration to the remaining shareholders of Bachi Shoes (India) Limited (subsidiary), if Bachi Shoes (India) Limited (subsidiary) achieves an average Earnings Before Interest and Tax of `4,700 lakhs per annum during the period 1st October, 2010 to 31st March, 2014. However, since Bachi Shoes (India) Limited has not achieved the Earnings as stated above, no additional consideration is payable.”

128 (ii) During the previous year, Tata International Singapore Pte Limited (TISPL), a wholly owned subsidiary of the Company issued Unsecured Notes on the Singapore Stock Exchange (the “Notes”) of `21,929.25 lakhs ( `22749.35 as on March 31, 2015 and `23755.16 lakhs as on 31st March, 2014) which will mature in April, 2018 and carry a fixed interest of 4.30 per cent per annum. These notes are denominated in Singapore Dollars (SGD) and have the value of SGD 50,000,000 (200 notes of SGD 250,000 each). The Notes constitute unsecured and unsubordinated obligations of TISPL and will rank at all times pari passu without any preference among themselves and at least equally with all other present and future outstanding unsecured and unsubordinated obligations of TISPL but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights. These notes are guaranteed by the Parent Company.

(iii) Terms of repayment Particulars Amount of Start date Maturity Date Rate of Interest Repayment Number of Borrowing of Instalments Instalments ` in lakhs (a) Secured Term loans from Bank Term Loan from First 359.33 April, 2011 November, 2015 10.75% per annum ` 98.69 lakhs 15 quarterly Rand Bank instalments starting from February 2012 ` 19.73 lakhs 16th Instalment - February, 2011 November, 2015 10.75% per annum ` 65.98 lakhs 15 quarterly instalments starting from February 2012 ` 10.26 lakhs 16th Instalment External Commercial 3,417.46 September, September, 3-months USD US$ 195000 in 20 quarterly Borrowing from ICICI 2011 2018 LIBOR + 475 bps 1st year instalments; First Bahrain (Hedged through US$ 260000 in instalment due on Interest Rate Swap 2nd year January 17, 2014 @ 5.72% p.a.) US$ 325000 in 3rd year US$ 390000 in 4th year US$ 455000 in 5th year Term Loan from State 7,291.38 April, 2016 April, 2020 Prime lending rate - 48 monthly Bank of India - 25 bps p.a instalments; final installment payable in April, 2020 Term Loan from 1,730.24 - - 6-months LIBOR + - 5 years bi-annual Barclays bank Ghana 575 bps p.a. installments with Ltd 1 year moratorium period Term Loan from Indian 383.16 - - Bank Rate + 175 - Monthly Overseas Bank Bps p.a. installments, Repayable within 5 years based on installment as per loan agreements. Term Loan from Indian 120.00 - - Bank Rate + 100 ` 30 Lakhs 4 Monthly Overseas Bank Bps p.a. installments Term Loan from Indian 435.00 - - Bank Rate + 100 ` 7.50 Lakhs 58 Monthly Overseas Bank Bps p.a. installments Subtotal 13,736.57 Other loans and advances Finance Lease 31.54

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Tata International Limited

(iii) Terms of repayment (Cont.)

Particulars Amount of Start date Maturity Date Rate of Interest Repayment of Number of Borrowing Instalments Instalments

` in lakhs

(b) Unsecured :

Term Loans from Banks

Term Loan from ICICI Bank 16,488.37 March, 2013 March, 2019 3 months Libor US$ 1,040,000 in 20 quarterly Limited + 5.45% p a 1st year instalments; First US$ 1,280,000 in instalment due 2nd year on June 15, 2014 US$ 1,600,000 in 3rd and 4th years US$ 2,480,000 in 5th year

Term Loan from HSBC 553.35 - - 3-months Euro - Payable within LIBOR + 100 bps 1 year p.a.

Subtotal 17,041.72

Loan from FCR 1,368.00 - - Interest @ - Repayable after 3% p.a. if the 15 year i.e, 2027 subsidiary Moveon makes PBT of Euro 1 million

Share in Joint Venture

Term Loan from Financial 187.50 April, 2012 January, 2016 - - 16 quarterly Institution and others installments

Term Loan from Financial 250.00 April, 2015 March, 2020 - - 60 Monthly Institution and others installments

Term Loan from State Bank 25.00 June, 2013 December, - ` 25 Lakhs Six half yearly of India 2015 installments.

Term Loan from State Bank 96.36 March, 2015 February, 2018 - ` 5.41 Lakhs 35 monthly of India installments

Term Loan from Tata Capital 12.00 June, 2013 March, 2016 - ` 4 Lakhs in 1st 12 quarterly Financial Services Limited year installments ` 22 Lakhs in 2nd year ` 24 lakhs in 3rd year

10% Secured Redeemable 175.00 - March, 2019 - - One non-Convertible Debentures

Subtotal 745.86

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

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

` in lakhs ` in lakhs

Secured Term Loans from Banks

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

External Commercial 3,417.46 3,789.29 Secured against exclusive charge by way of mortgage of immovable fixed Borrowings from assets and hypothecation of the Parent company’s movable fixed assets ICICI Bank, Bahrain respectively acquired out of the bank finance.

Term Loan from State 7,291.38 8,779.36 Secured over the immovable property of Tata Africa Holdings (SA) Bank of India Proprietary Limited (Subsidiary).

Term Loan from 1,730.24 - Secured against First charge on the South Industrial Area property, Accra, Barclays bank Ghana Ghana of Tata Africa Holdings (SA) Proprietary Limited (Subsidiary). Ltd

Term Loan from ICICI - 11,980.82 Secured against pledge of shares in Itezhi Tezhi Power Corporation Bank Limited limited, Tata Zambia limited and Newshelf 919 (Proprietary) Limited.

Term Loan from - 194.50 Secured against equitable mortgage over the Satellite Town property in Zenith Bank Plc Nigeria of Tata Africa Holdings (SA) Proprietary Limited (Subsidiary).

Finance Lease - 3.18 Secured against motor vehicles

Term Loan from - 24,244.53 Secured against certain non-current investment of the Parent Company Standard Chartered (Refer Note 36 (ii)) Bank

Term Loan from 383.16 197.28 Secured against First charge on all Fixed asset acquired out of the Term Indian Overseas Bank loan by Euro Shoe Components Limited (Subsidiary).

Term Loan from 555.00 480.00 Secured against equitable mortgage of Land and Buildings and Indian Overseas Bank hypothecation of fixed assets purchased with the term loan by Bachi Shoes Limited (Subsidiary).

Term Loan from - 16.03 Secured against hypothecation of Machinery of Bachi Shoes Limited Indian Overseas Bank (Subsidiary).

Subtotal 13,736.57 50,702.98

Other Loans and advances

Current maturities 31.54 71.83 Secured against motor vehicles of Move On Componentes E Calcado S A of finance lease (Subsidiary) obligation

131 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

(iv) Details of security provided in respect of secured long term borrowings (cont.): Particulars As at 31-03-15 As at 31-03-14 Details of security (March, 2015 and March, 2014) ` in lakhs ` in lakhs Group Share in Joint Venture Term Loan from Financial 437.50 375.00 Secured against first and exclusive charge on entire present Institution and others and future fixed assets of Tata International DLT Limited (Joint Venture) situated at Waki, Pune. Term Loan from State Bank 121.36 122.65 Secured by first charge over plant and machinery and other of India fixed assets of the Tata Precision Industries (India) Limited (Joint Venture). Term Loan from Tata Capital 12.00 23.00 Secured by Charge over plant and machinery acquired under Financial Services Limited the loan by the Tata Precision Industries (India) Limited (Joint Venture). 10% Secured Redeemable 175.00 175.00 Secured by Charge over specific plant and machinery of Tata non-Convertible Debentures Precision Industries (India) Limited (Joint Venture). Rite Brand - 3.29 Subtotal 745.86 698.94

Note 6 Other Long-term liabilities

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

` in lakhs ` in lakhs

Other payables

Payables on purchase of fixed assets - 7.04

Trade / security deposits received 186.43 216.48

Income received in advance 671.52 839.17

Total 857.95 1,062.69

NOTE 7 LONG-TERM PROVISIONS

Particulars As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs Provision for employee benefits: Provision for compensated absences 530.86 467.80 Provision for Gratuity 388.02 353.51 Provision for Pension 373.95 289.53 Provision - Others: Provision for contingent consideration 937.95 - Group Share in Joint Venture 9.98 9.83 Total 2,240.76 1,120.67

132 NOTE 8 SHORT-TERM BORROWINGS

Particulars As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs Secured Loans from Banks Term Loans 20,602.56 19,202.86 Export Packing Credit 16,527.68 24,486.83 Buyers Credit 47,890.46 48,555.58 Cash Credit Accounts 14,437.22 14,853.36 Group Share in Joint Venture 827.86 935.38 1,00,285.78 1,08,034.01 Unsecured Loans from Banks Term Loans 9,708.04 38,806.13 Export Packing Credit 18,969.64 17,421.56 Buyers Credit 75,633.67 24,865.91 Cash Credit Accounts 16,923.04 20,949.36 Working capital demand loan - 1,600.00 1,21,234.39 1,03,642.96 Loans repayable on demand from Others - 2,246.15 Group Share in Joint Venture 15.00 108.18

2,21,535.17 2,14,031.30

NOTE 9 OTHER CURRENT LIABILITIES

Particulars As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs Current maturiaties of long-term debt - Secured (Refer Note 5) 1,461.01 4,482.05 Current maturities of long-term debt - Unsecured (Refer Note 5) 28,254.89 5,568.33 Interest accrued but not due on borrowings 608.25 1,035.96 Interest accrued but not due on unsecured perpetual securities 1,815.40 - Interest accrued and due on borrowings 161.84 - Income received in Advance - 230.60 Overdrawn Balances 28.20 80.18 Other payables Statutory remittances (Contributions to PF and ESIC, Withholding Taxes, 1,554.94 1,258.64 VAT, Service Tax, etc.) Advances from customers 8,538.85 5,430.84

133 INTERNATIONAL Fifty second annual report 2014-2015

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NOTE 9 OTHER CURRENT LIABILITIES (Cont.)

Particulars As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs Payable on purchase of fixed assets 535.05 544.22 Gratuity payable 15.76 38.13 Other Payables 3,962.58 1,983.85 Foreign exchange loss on forward contract 1,434.23 168.69 Group Share in Joint Venture 564.80 553.21 Total 48,935.80 21,374.70

NOTE 10 SHORT-TERM PROVISIONS

Particulars As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs Provision for employee benefits : Provision for compensated absences 750.51 484.95 Provision for Gratuity 200.68 441.64 Provision for Pension 302.02 272.80 Provision for other employee benefits 1,062.18 756.66 2,315.39 1,956.05 Provision - Others: Provision for Income Tax 6,411.57 6,883.66 Provision for Wealth Tax 18.81 25.59 Provision for proposed equity dividend 401.00 401.00 Provision for tax on proposed dividend 224.53 27.60 Provisions for Warranty - 229.98

Group Share in Joint Venture 511.98 416.93 7,567.89 7,984.76 Total 9,883.28 9,940.81

134

0.02 as at as at 0.02 0.01 41.02 29.78 560.61 835.01 527.61 240.44 744.12 181.35 864.23 399.72 374.49 559.19 695.98 481.63 225.09 in lakhs 1,309.08 3,038.95 3,085.07 1,566.43 1,896.64 1,159.89 2,310.47 2,351.49 2,381.35 4,183.19 9,601.13 1,018.50 1,410.10 1,421.76 23,500.51 11,873.51 46,537.21 48,433.85 1,793.95 1,736.83 1,766.61 ` 31.03.2015 Net Block Net 24,499.99 46,154.46 47,948.41 - - Upto Upto 21.71 34.89 418.96 562.63 117.00 161.50 825.92 490.84 409.81 125.63 154.26 494.07 943.69 932.28 8,850.00 2,233.75 4,994.59 1,620.38 2,345.34 1,049.51 2,107.89 4,518.44 4,540.14 9,223.22 2,247.16 6,287.21 1,787.98 1,171.64 2,346.13 2,442.88 1,007.26 15,299.20 36,441.85 37,491.37 1,050.87 5,042.17 5,077.05 31.03.2015 17,736.68 41,335.45 42,386.32

------Nil2014 (31st March ` Loss 8.60 2.67 Other 11.06 14.67 23.48 140.21 121.10 321.79 321.79 recorded recorded / Transition / Transition adjustment adjustment against Sur of Profit and of Profit adjustments adjustments plus balance plus balance in Statement in Statement 125.37 lakhs

` ------0.22 3.12 6.13 13.89 38.42 23.43 23.43 (2.55) (1.82) (0.16) (3.24) (7.24) (26.28) (91.77) (19.07) Reserve (35.46) (16.54) (97.07) (10.72) (34.14) (98.98) (26.99) (20.96) (186.37) (313.76) (313.75) (442.97) (226.40) 1,127.18 (167.35) (167.35) (2,070.95) Translation Translation Adjustment Adjustment (1,776.17) (1,776.17)

------7.28 2.55 8.93 42.75 10.80 17.80 16.05 33.85 22.29 13.30 99.64 98.63 795.14 289.54 109.23 234.18 308.33 (11.56) 254.94 574.93 577.53 413.61 428.10 120.99 198.27 198.27 (220.07) 1,797.25 1,799.80 1,107.18 3,158.45 3,279.44 Adjustment Adjustment Deductions/ Nil 2014 (31st March ` ------Depreciation Depreciation 688.42 688.42 688.42 ment loss ment of impair Impairment Impairment loss/Reversal loss/Reversal - - - 8.92 lakhs) and accumulated depreciation of 8.92 lakhs) depreciation and accumulated ` 0.19 73.10 98.33 31.80 30.30 35.24 32.65 38.40 44.63 13.18 306.80 840.34 276.61 642.58 184.99 467.86 201.45 256.52 582.49 657.98 557.18 368.70 608.55 468.77 181.34 200.84 122.35 889.35 902.53 1,649.11 2,427.47 6,346.14 6,531.12 1,000.76 1,000.95 1,853.93 4,602.18 9,298.90 9,421.25 For the Year Year the For

------of due to due to 58.38 20.98 13.79 70.32 44.07 207.54 207.54 Taken over Taken acquisitions acquisitions Subsidiaries - - 9.96 Nil 2014 (31st March Upto Upto 92.88 ` 21.71 331.97 471.36 867.07 125.07 624.47 211.95 418.96 562.63 117.00 161.50 825.92 490.84 932.28 220.19 8,022.31 2,038.73 4,574.80 1,388.34 2,030.16 1,657.99 2,839.67 2,849.64 8,850.00 2,233.75 4,994.59 1,620.38 2,345.34 2,107.89 13,253.04 32,203.59 33,070.65 1,049.51 4,518.44 4,540.14 01.04.2014 15,299.20 36,441.84 37,491.35 313.58 lakhs) and accumulated depreciation of 313.58 lakhs) depreciation and accumulated ` Gross Gross 62.73 64.66 357.43 161.52 500.11 154.28 1,309.08 3,457.91 2,794.36 8,079.66 2,455.39 1,090.24 3,911.77 2,946.15 2,852.01 1,007.27 1,650.73 6,828.90 6,891.63 2,381.35 4,593.00 3,265.66 7,697.31 2,652.21 1,571.36 3,767.89 3,002.07 1,007.27 1,190.05 1,425.32 1,157.37 Block as at Block as at 32,350.50 27,172.71 82,979.06 85,925.22 2,844.81 6,779.00 6,843.66 31.03.2015 33,723.21 27,337.81 87,489.91 90,334.73

------4.92 0.52 0.70 0.70 6.13 20.26 (5.29) (0.75) 44.96 (0.36) (7.24) 166.32 199.21 264.86 315.20 315.20 (47.87) (16.43) Reserve (97.69) (60.03) (33.95) (38.00) (320.95) (317.70) (373.54) (887.22) (175.61) (394.94) (266.54) (128.51) (440.29) (440.29) (2,413.46) Translation Translation Adjustment Adjustment (4,754.50) (4,754.50) Nil 2014 (31st March

` ------97.74 47.13 24.24 68.00 83.59 40.75 90.58 99.51 13.82 17.32 300.03 459.74 131.64 172.39 172.39 526.81 134.38 194.14 243.69 328.52 328.52 (256.42) (199.38) (467.35) 2,436.48 1,079.68 4,513.04 4,596.63 1,301.84 1,815.99 Disposals/ 2,942.72 3,186.41 Adjustment Adjustment ------0.87 Gross Block Gross 1.93 68.77 39.86 90.58 14.13 57.49 252.28 283.06 888.02 118.27 166.20 223.69 263.55 257.76 432.19 173.05 676.19 193.95 322.44 396.46 142.35 718.90 720.83 2,463.23 2,969.33 1,641.46 8,567.02 8,685.29 1,552.30 4,857.57 2,330.63 Additions Additions for the year the year for 10,578.35 10,720.70

------of 24.00 17.15 86.50 230.44 101.68 1,169.96 1,629.73 1,629.73 acquisation acquisation Over due to due to Over Subsidiaries Assets Taken Taken Assets

22.87 62.73 404.30 155.39 357.43 161.52 1,309.08 3,291.59 2,645.11 7,059.18 2,214.54 1,045.19 3,499.92 2,911.47 2,727.31 1,007.27 1,517.51 6,462.40 6,485.27 Cost as at as at Cost 1,309.08 3,457.91 2,794.36 8,079.66 2,455.39 1,090.24 3,911.77 2,852.01 1,007.27 1,650.73 1,157.37 1,054.92 32,124.55 25,330.93 78,924.39 81,835.86 2,946.15 6,828.91 6,891.64 32,350.50 27,172.71 82,979.05 85,925.21 01.04.2014 “

8.92 lakhs) and machinery block of and plant a gross having ` Fixed Asset includes assets held for sale being lease hold land having a gross block of a gross having hold land being lease sale held for includes assets Asset Fixed Fixed Assets Assets Fixed Tangible Assets : Assets Tangible Land ...... Freehold Land ...... Leasehold ...... Building ,Roads etc ...... & Equipment Plant ...... Computer ...... & Fixtures Furniture Office ...... Equipment Electrical Installation ...... Vehicles .... hold Improvement Lease ...... Total ...... Year Previous of tangible Share Group .... Venture of Joint Assets .... Total - Assets Tangible ...... Year Previous Assets Intangible ...... Brands/Trademark Software ...... Computer Goodwill...... Rights of Shops Tenancy ...... on Lease Mining ...... licenses ...... Total ...... year Previous of Share Group Intangible .... Venture of Joint Assets .. Total - Assets Intangible ...... year Previous

NOTE 11 FIXED ASSETS NOTE I) II) - Note

135 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

NOTE 12 INVESTMENTS (At Cost )

Particulars Number of Shares Face Value As at 31st As at 31st / Units Per Unit March, 2015 March, 2014 ` in lakhs ` in lakhs SHARES : TRADE Unquoted : (i) Equity Shares - (a) In Other Companies Dewas Tanneries Private Limited 804 ` 100 0.80 ** 0.80 ** Sepco Communications (Pty) Limited 78 ZAR 0.10 0.00 0.00 Tata Steel (KZN) (Pty) Limited 144,00,000 ZAR 1 1,267.17 ** 1,388.65 ** TATA International UK Limited 5,00,000 * * AO Avron 4,61,334 * * Zega Ltd 10,000 ZMW 0.10 - 0.21 1,267.97 1,389.66 (b) In Associate Company (Refer Note 1 (e) ) Tata Ceramics Limited 395,64,952 ` 2 811.14 ** 811.14 ** Consilience Technologies (Pty) Limited 25,00,000 ZAR 1 1,683.79 ** 1,285.65 ** (Provision for diminution `129.22 lacs (previous year `141.60 lacs) IHMS Hotels (SA) (Pty) Limited 500 ZAR 1 - - Newshelf 919 (Pty) Limited 200 ZAR 1 2,895.70 3,361.91 Tata Motors (SA) (Pty) Limited 79,34,800 ZAR 1 442.16 441.52 TCS Africa (Pty) Limited 56,00,000 ZAR 1 - 1,946.60 5,832.79 7,846.82 7,100.76 9,236.48 OTHER INVESTMENTS Quoted : Titan Industries Limited 25,59,589 ` 10 57.72 57.72 Tata Consultancy Services Limited 83,232 ` 1 141.49 141.49 Indian Overseas Bank 15,600 ` 10 2.78 2.78

201.99 201.99 Unquoted : (i) Equity Shares (a) In Other Companies Tata Projects Limited (Transferred to 90,000 ` 100 - 17.50 Current Investments) Oriental Floratech India Limited 5,60,000 ` 10 56.00 ** 56.00 ** Tata Industries Limited 33,84,486 ` 100 5,812.99 5,812.99 Tata Sons Limited 1,477 ` 1,000 11,901.69 11,901.69 Tata Services Limited 198 ` 1,000 1.98 1.98 Tata Capital Limited 7,90,592 ` 10 134.81 134.81 Tata Employees Consumers Co-operative 50 ` 100 0.05 0.05 Society Limited Trent Retail Private Limited 995 ` 100 1.90 1.90 Pran Agro Services Limited 18 ` 10 * * Surat Diamond Industries Limited 1,000 ` 100 1.00 ** 1.00 ** Virendra Garments Manufacturers Limited 1,200 ` 100 * *

136 Particulars Number of Shares Face Value As at 31st As at 31st / Units Per Unit March, 2015 March, 2014 Veloce Enterprise ` 10 - TALCO Ambur Tannery Effluent Treatment 11,120 ` 100 11.12 11.12 Co Ltd Lotus Clean Power Venture Pvt Ltd - lass 96,500 ` 10 9.65 7.15 “A” Equity Shares - with restricted covenants, under a Share holder’s agreement entered into for becoming eligible as a captive consumer of wind generated electricity (i) Preference Shares (a) In Other Companies Pran Agro Services Limited ( 5% Non 500 ` 100 0.50 0.50 Cumulative Redeemable Preference Shares) Sepco Communications (Pty) Limited 160659,74,816 ZAR 1 8,303.86 ** 9,099.93 (Provision for diminution `5,357.76 lacs (previous year ` Nil) 26,235.55 27,046.62 DEBENTURES / BONDS Quoted: The Tata Power Company Limited ( 11.40% Perpetual 150 ` 10,00,000 1,558.00 1,558.00 Bond) Tata Steel Limited ( 11.80% Perpetual Bond) 500 ` 10,00,000 5,314.74 5,314.74 Tata Steel Limited ( 11.50% Perpetual Bond) 250 ` 10,00,000 2,577.62 2,577.62 9,450.36 9,450.36 35,887.90 36,698.97 42,988.66 45,935.45 Less: Provision for diminution in the value of Investments ** 7,623.09 2,399.19 35,365.57 43,536.26

Notes: 1. Aggregate Book Value of Quoted Investments: `9,652.35 Lakhs (31st March, 2014 - `9,652.35 Lakhs) 2. Aggregate Book Value of Unquoted Investments: `33,336.32 Lakhs (31st March, 2014 - `36,283.10 Lakhs) 3. Aggregate Market Value of Quoted Investments: `21,872.61 Lakhs (31st March, 2014 - `17,936.37 Lakhs) 4. Long term investments as per Accounting standard 13 - Accounting for Investment is `35,365.59 Lakhs (31st March, 2013 - `43,536.26 Lakhs)

137 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited

NOTE 13 LONG-TERM LOANS AND ADVANCES (Unsecured and considered good, unless otherwise stated)

Particulars As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs Capital advances 152.62 65.45 Security deposits Considered good 2,536.12 1,913.84 Doubtful 35.88 31.73 2,572.00 1,945.57 Less: Provision for doubtful loans and advances 35.88 31.73 2,536.12 1,913.84 Advance income tax (Net) 8,911.26 8,265.53 MAT credit entitlement 1,105.71 1,105.71

Loans to Associate Considered good 465.66 1,070.60 Doubtful 520.57 - 986.23 1,070.60 Less: Provision for doubtful loans and advances 520.57 - 465.66 1,070.60 VAT credit receivable 450.37 543.36 Advance to Suppliers Considered good 292.10 392.93 Doubtful 231.59 231.59 523.69 624.52 Less: Provision for other doubtful loans and advances 231.59 231.59 292.10 392.93 Other Advances Considered good 949.72 558.12 Doubtful 300.23 254.59 1,249.95 812.71 Less: Provision for other doubtful loans and advances 300.23 254.59 949.72 558.12 Group Share in Joint Venture 67.88 86.05 Total 14,931.44 14,001.59

NOTE 14 OTHER NON CURRENT ASSETS (Unsecured)

Particulars As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs Prepaid Debt raising cost 1,427.83 780.47 Margin deposit 11.99 11.89 Interest accrued on investments 9.67 8.45 Other Amounts Recoverable (Refer note 32) - Considered Good 2,041.89 1,949.80 - Considered Doubtful 2,621.08 2,400.00 4,662.97 4,349.80 Less: Provision for Doubtful Claims and Other Amounts 2,621.08 2,400.00 Recoverable 2,041.89 1,949.80 Total 3,491.38 2,750.61

138 NOTE 15 CURRENT INVESTMENTS

Particulars As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs Other current investments (At lower of cost and fair value, unless otherwise stated) Unquoted (a) Equity - in other companies 17.50 - Tata Projects Limited (90,000 shares of `100/- each fully paid up) (Transferred from Long Term Investment) 17.50 - (b) Mutual Funds Tata Liquid Fund Direct Plan Daily Dividend Mutual Fund - 327.65 3,652.54 29,398.33 units (31st March, 2014 - 327,723.18 units) 327.65 3,652.54 Group Share in JV 10.30 Total 355.45 3,652.54

Notes : i) Aggregate amount of unquoted investments 355.45 3,652.54 ii) Current investments as per Accounting standard 13 -Accounting for Investment is 355.45 lakhs (March 31, 2014: `3,652.54 lakhs)

NOTE 16 INVENTORIES (At lower of cost and net realisable value, whichever is lower)

Particulars As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs Raw materials 16,933.43 11,011.95 Stock in transit 48.66 67.40 16,982.09 11,079.35 Work-in-progress 4,680.04 4,294.49 Contract Work-in-progress 83.68 - Finished goods (other than those acquired for trading) 4,760.53 4,147.58 Stock in transit 388.13 - 5,148.66 4,147.58 Stock-in-trade (acquired for trading) 1,08,883.00 77,895.20 Stock in transit 12,705.47 56,975.04 1,21,588.47 1,34,870.24 Stores and spares 4,771.43 3,717.68 Stock in transit 210.73 39.82 4,982.16 3,757.50 Group Share in Joint Venture 1,048.89 1,461.83 Total 1,54,513.99 1,59,610.99

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NOTE 17 TRADE RECEIVABLES

Particulars As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs Outstanding for a period exceeding six months from the date they are due for payment Unsecured, considered good 13,576.22 19,196.36 Doubtful 8,469.75 4,597.40 22,045.97 23,793.76 Less: Provision for doubtful trade receivables 8,469.75 4,597.40 13,576.22 19,196.36 Other Trade receivables Unsecured, considered good 2,23,634.19 1,98,409.12 Doubtful 90.02 23.84 2,23,724.21 1,98,432.96 Less: Provision for doubtful trade receivables 90.02 23.84 2,23,634.19 1,98,409.12 Group Share in Joint Venture 1,355.10 1,606.86 Total 2,38,565.51 2,19,212.34

NOTE 18 CASH AND BANK BALANCES

Particulars As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs A. Cash and cash equivalents (as per AS 3 Cash Flow Statements) (a) Cash on hand 117.99 245.56 (b) Cheques on hand 50.80 10.76 (c) Balances with banks (i) In current accounts 36,650.92 15,159.91 (ii) In EEFC accounts 22.16 258.94 (iii) In deposit accounts 455.55 640.56 - original maturity of 3 months or less Group Share in Joint Venture 59.02 1,610.13 Total - Cash and cash equivalents (A) 37,356.44 17,925.86 B. Other bank balances Balances held as margin money 883.97 462.23 - original maturity of more than 3 months but less than 12 months - original maturity of more than 12 months 320.82 177.98 Total - Other bank balances (B) 1,204.79 640.21 Total 38,561.23 18,566.07

140 NOTE 19 SHORT-TERM LOANS AND ADVANCES (Unsecured and considered good, unless otherwise stated)

Particulars As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs Security deposits 811.65 1,253.66 Loans and advances to employees 438.57 427.47 Prepaid expenses 3,363.00 3,792.56 Balances with government authorities VAT credit and Excise duty recoverable 3,580.04 4,071.19 Export incentive receivable 5,841.62 7,374.27 Advance Income Tax 1,025.25 - 10,446.91 11,445.46 Advance towards purchase of Mutual Fund 210.00 568.00 Deposits with Port Trust, Customs etc. 886.72 829.39 Advance to Suppliers 8,548.51 7,806.85 Doubtful 341.65 519.95 8,890.16 8,326.80 Less: Provision for other doubtful loans and advances 341.65 519.95 8,548.51 7,806.85 Foreign exchange gain on forward contract 728.17 254.71 Other Advances 2,666.22 3,532.30 Group Share in Joint Venture 323.84 600.35 Total 28,423.59 30,510.75

NOTE 20 OTHER CURRENT ASSETS

Particulars As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs Prepaid Debt raising cost 236.53 267.96 Interest accrued on investments 203.54 206.30 Interest accrued on deposits, loans and advances 100.97 75.40 Contractually Reimbursable Expenses 281.84 1,119.66 Insurance Claims - 238.88 Receivable from Sale of Investment in Joint Venture 30,586.76 - Group Share in Joint Venture 68.01 40.17 Total 31,477.65 1,948.37

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NOTE 21 REVENUE FROM OPERATIONS

Particulars For the year ended For the year ended 31st March, 2015 31st March, 2014 ` in lakhs ` in lakhs Sale of products 13,02,914.62 10,02,611.82 Sale of services 38,271.77 38,033.95 Other operating revenues (refer note (i) below) 11,450.89 9,518.19 13,52,637.28 10,50,163.96 Group Share in Joint Ventures 7,952.29 4,675.95 13,60,589.57 10,54,839.91 Less: Excise duty 360.61 350.78 Total 13,60,228.96 10,54,489.13

Note (i) Other operating revenues

Particulars For the year ended For the year ended 31st March, 2015 31st March, 2014 ` in lakhs ` in lakhs Other operating revenues comprise: Sale of scrap 1,129.35 536.14 Duty drawback and other export incentives 10,250.57 8,594.29 Service Charges 70.97 387.76 Total 11,450.89 9,518.19

NOTE 22 OTHER INCOME

Particulars For the year ended For the year ended 31st March, 2015 31st March, 2014 ` in lakhs ` in lakhs Interest Income (refer note (i) below) 2,297.00 1,893.54 Dividend income: from current investments 118.12 117.41 from long-term investments others 279.41 237.74 Net gain on sale of: fixed assets 173.57 84.82 Net gain on foreign currency transactions and translation - 519.73 Other non-operating income Rental income 708.02 1,161.41 Cash discount received 339.54 304.44 Liabilities / Provisions no longer required written back 516.86 2,111.33 Grants received from DIPP, Ministry of Commerce & 187.17 - Industry, Government of India (Refer note 44) Miscellaneous Income 2,379.76 1,768.05 6,999.45 8,198.47 Group share in Joint Ventures 121.71 141.65 Total 7,121.16 8,340.12

142 Note (i) Interest income

Particulars For the year ended For the year ended 31st March, 2015 31st March, 2014 ` in lakhs ` in lakhs Interest income comprises: Interest on banks deposits 685.36 256.68 Interest on loans and advances 48.66 375.97 Interest on income tax refund 174.70 199.81 Interest income from long term investments - Perpetual bonds 1,047.71 1,047.71 Other Interest 340.57 13.37 Total 2,297.00 1,893.54

NOTE 23 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE

Particulars For the year ended For the year ended 31st March, 2015 31st March, 2014 ` in lakhs ` in lakhs Inventories at the beginning of the year: Stock-in-trade 1,34,870.24 91,531.46 Finished goods 4,147.58 3,308.76 Work-in-progress 4,294.49 3,559.49 1,43,312.31 98,399.71 Add: Stock taken over on acquisition of subsidiaries Stock-in-trade 411.21 - Finished goods - - Work-in-progress - - 411.21 - Inventories at the end of the year: Stock-in-trade 1,21,588.48 1,34,870.24 Finished goods 5,148.66 4,147.58 Work-in-progress 4,763.72 4,294.49 1,31,500.86 1,43,312.31 12,222.66 (44,912.60) Group share in Joint Venture 347.95 (372.70) Total 12,570.61 (45,285.30) Less: Changes in inventories of stock-in-trade due to discontinuing 147.59 operations (Refer note 30) Net Changes in inventories of finished goods, work-in-progress and 12,570.61 (45,432.89) stock-in-trade

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NOTE 24 EMPLOYEE BENEFITS EXPENSE

Particulars For the year ended For the year ended 31st March, 2015 31st March, 2014 ` in lakhs ` in lakhs Salaries and wages 43,104.24 37,557.92 Contributions to provident and other funds 3,093.37 2,592.40 Staff welfare expenses 2,654.92 2,772.18 48,852.53 42,922.50 Group Share in Joint Ventures 574.22 834.39 Total 49,426.75 43,756.89

NOTE 25 FINANCE COSTS

Particulars For the year ended For the year ended 31st March, 2015 31st March, 2014 ` in lakhs ` in lakhs Interest expense on: Borrowings 12,655.80 12,409.74 SGD Notes 1,065.85 1,012.84 Others - Interest on Bill Discounting 486.81 349.99 - Finance Charges on Finance Lease - 24.33 - Others 96.52 234.69 Other borrowing costs 3,582.38 1,679.56 17,887.36 15,711.15 Group Share in Joint Venture 183.02 189.46 Total 18,070.38 15,900.61

NOTE 26 OTHER EXPENSES

Particulars For the year ended For the year ended 31st March, 2015 31st March, 2014 ` in lakhs ` in lakhs Consumption of stores and spare parts 13,139.27 11,028.33 Processing Charges 10,195.00 6,962.21 Duty, Clearing, Forwarding and Other Charges 57,452.18 37,992.17 Power and fuel 3,092.78 3,265.42 Service Charges 606.30 459.00 Rent including lease rentals 4,800.42 5,939.63 Repairs and maintenance - Buildings 493.33 580.02 Repairs and maintenance - Machinery 628.79 598.84 Repairs and maintenance - Others 1,188.70 1,301.67 Insurance 2,351.18 1,134.16 Rates and taxes 754.33 850.14 Travelling and conveyance 3,864.22 4,239.10 Selling expenses 5,984.91 4,973.86

144 Particulars For the year ended For the year ended 31st March, 2015 31st March, 2014 ` in lakhs ` in lakhs Warehousing Charges 27,416.85 22,025.87 Legal and professional fees 5,477.85 4,540.11 Payments to auditors (Refer Note (i) below) 137.14 123.70 Provision for doubtful debts and advances (net) 3,916.50 209.88 Net loss on foreign currency transactions and translation (Net of 11,663.16 8,735.89 recovery of `2,119.20 lakhs (31st March, 2014: `1,119.08 lakhs) Loss on fixed assets sold / scrapped / written off 2.21 350.96 Management Fees 19.95 346.63 Miscellaneous expenses 15,217.55 12,950.10 1,68,402.62 1,28,607.69 Group Share in Joint Ventures 1,252.60 1,149.15

Total 1,69,655.22 1,29,756.84

Note (i) Payments to auditors

Particulars For the year ended For the year ended 31 March, 2015 31 March, 2014 ` in lakhs ` in lakhs Audit fees 66.63 34.83 In other capacities: Taxation matters 15.73 12.36 Other services 53.56 75.27 Reimbursement of Expenses 1.22 1.24 Total 137.14 123.70

The remuneration disclosed above includes fees of `40.47 Lakhs (31st March, 2014 - `42.99 Lakhs) for attest and other professional services rendered by a firm of accountants in which some partners of the firm of statutory auditors are partners.

NOTE 27 EXCEPTIONAL ITEMS

Particulars For the year ended For the year ended 31 March, 2015 31 March, 2014 ` in lakhs ` in lakhs Net gain on sale of: long-term investments 4,924.14 - investment in Associate 4,129.91 - Profit on sale of Land and Building 6,324.94 2,363.97 Change in Accounting policy for Depreciation on Fixed Assets 1,726.61 - (For Drive India Enterprise Solutions LTd) Inventories written off (704.95) - Provision for diminution in the value of long term Investment (5,722.96) - Impairment of Fixed Assets - (688.42) Total 10,677.69 1,675.55

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28. SIGNIFICANT ACCOUNTING POLICIES :

CORPORATE INFORMATION Tata International Limited was incorporated on 30th November, 1962 as the international business gateway of the Tata Group of Companies. It has since evolved into an international entity with a global reach. Its main lines of businesses are manufacture and sale of Leather & Leather Products, trading in Metals, Minerals and other Commodities. BASIS AND METHOD OF ACCOUNTING The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013/ Companies Act, 1956 (“the 1956 Act”), as applicable. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year except for change in the accounting policy for depreciation as more fully described in Note on depreciation. USE OF ESTIMATES The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise. CASH AND CASH EQUIVALENTS (FOR THE PURPOSE OF CASH FLOW STATEMENT) Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value. CASH FLOW STATEMENT Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information. FIXED ASSETS TANGIBLE ASSETS All tangible fixed assets are carried at cost less accumulated depreciation / amortisation and impairment losses, if any. The cost of fixed assets comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended use.

146 INTANGIBLE ASSETS Intangible assets are initially measured at cost and amortised so as to reflect the pattern in which the asset’s economic benefits are consumed. DEPRECIATION AND AMORTISATION Depreciation on tangible fixed assets has been provided on the written down value method as per the useful life prescribed in Schedule II to the Companies Act, 2013, except for the following entities of the Group which have provided depreciation on tangible fixed on the straight line method as per the useful life prescribed in Schedule II to the Companies Act, 2013: • Drive India Enterprise Solutions Limited • Tata Precision Industries (India) Limited • Tata International DLT Private Limited Leasehold land is amortised over the period of lease on straight line method. Software expenditure is amortised over four financial years on straight line method commencing from the year in which the expenditure is incurred. Trademarks and design expenditure incurred is amortised over four years on straight line method commencing from the year in which the expenditure is incurred. Tenancy Rights of Shops on lease is amortised over tenancy period on straight line method commencing from the year in which the expenditure is incurred. Minning Licences are amortised over five years on straight line method commencing from the year in which the expenditure is incurred. Goodwill is amortised over five years on straight line method commencing from the year in which the expenditure is incurred. REVENUE RECOGNITION Sales are recognised, net of returns and trade discounts, on transfer of significant risks and rewards of ownership to the buyer, which generally coincides with the delivery of goods to customers. Sales include excise duty but exclude sales tax and value added tax. Sales from services are recognised when services are rendered. Dividend from investments is recognized when the right to receive the payment is established. Interest income is recognized on the time basis determined by the amount outstanding and the rate applicable and where no significant uncertainty as to measurability or collectability exists. INVESTMENTS Long term investments are carried at cost less provision for diminution, other than temporary, in the value of such investments. Current investments are valued at the lower of cost and fair value. Cost of investments includes acquisition charges such as brokerage, fees and duties. INVENTORIES Inventories are valued at cost or estimated net realisable value, whichever is lower.

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Cost is arrived at on a weighted average method and includes cost of purchase, cost of conversion and other cost incurred in bringing inventory to their present location and condition. EMPLOYEE BENEFITS Employee benefits include provident fund, superannuation fund, family pension fund, employee state insurance scheme, gratuity fund, compensated absences and pension to directors who are eligible for the same as per group policy. Defined Contribution Plan The Company’s contribution to provident fund, superannuation fund, family pension fund and employee state insurance scheme are considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made as and when services are rendered by the employees. Defined Benefit Plan Company’s liability towards gratuity and pension to retired directors who are eligible for the same as per group policy are determined by independent actuaries, using the projected unit credit method. Past services are recognised on a straight line basis over the average period until the benefits become vested. Actuarial gains and losses are recognised immediately in the Statement of Profit and Loss as income or expense. Obligation is measured at the present value of estimated future cash flows using a discounted rate that is determined by reference to the market yields at the Balance Sheet date on Government Bonds where the currency and terms of the Government Bonds are consistent with the currency and estimated terms of the defined benefit obligation. ‘The Company makes monthly contributions to Provident Fund managed by Tata International Limited Provident Fund Trust for qualifying employees. The Company meets the shortall, if any, with respect to the interest rate guaranteed for exempt provident funds. Short-term employee benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service. The cost of short-term compensated absences is accounted as under: (a) in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and (b) in case of non-accumulating compensated absences, when the absences occur. Long-term employee benefits Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognised as a liability at the present value of the defined benefit obligation as at the Balance Sheet date less the fair value of the plan assets out of which the obligations are expected to be settled. BORROWING COSTS Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs that are attributable to the acquisition of qualifying assets are capitalised as part of

148 the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to revenue. Fees towards structuring, arrangement and other incidental costs incurred in connection with borrowings are amortised over the period of the loan. LEASES The Company’s significant leasing arrangements are in respect of operating leases for premises (residential, office, store, godowns, etc.) The leasing arrangements, which are non-cancellable, range between eleven months and five years generally, and are usually renewable by mutual consent on agreed terms. The aggregate lease rentals payable are charged as rent. The Company as a lessor has leased certain plant and machinery. The leasing arrangements is non-cancellable for a period of five years and is renewable by mutual consent on agreed terms. The aggregate lease rentals receivable are accounted as rental income from operating leases. GOVERNMENT GRANTS, SUBSIDIES AND EXPORT INCENTIVES Government grants and subsidies are recognised when there is reasonable assurance that the Company will comply with the conditions attached to them and the grants / subsidy will be received. Government grants whose primary condition is that the Company should purchase, construct or otherwise acquire capital assets are presented by deducting them from the carrying value of the assets. Export benefits are accounted for in the year of exports based on eligibility and when there is no uncertainty in receiving the same. Other government grants and subsidies are recognised as income over the periods necessary to match them with the costs for which they are intended to compensate, on a systematic basis. FOREIGN CURRENCY TRANSACTIONS Foreign currency transactions are recorded at the exchange rates prevailing on the date of such transactions. Monetary items are translated at the rates of exchange prevailing at the date of the Balance Sheet. Gain/loss arising on account of differences in foreign exchange rates on settlement/ translation of monetary items are recognised in the Statement of Profit and Loss. Non-monetary foreign currency items are carried at cost. The Company enters into derivative contracts in the nature of interest rate swaps, currency options, forward contracts with an intention to hedge its existing assets and liabilities, firm commitments and highly probable transactions in foreign currency. Derivative contracts which are closely linked to the existing assets and liabilities are accounted as per the policy stated for foreign currency transactions and translations. The premium or discount arising at the inception of the forward exchange contract is amortised as expense or income over the life of the contract. Exchange differences on such contracts are recognised in the statement of profit and loss in the reporting period in which the exchange rates change. A profit or loss arising in cancellation or renewal of such a forward exchange contract is recognised as income or as expense in the period in which such cancellation or renewal is made. TAXES ON INCOME Current Tax is determined as the amount of tax payable in respect of taxable income for the year as determined in accordance with the provisions of Income Tax Act, 1961. Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing

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evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company. Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deferred tax liabilities are recongnised for all timing differences. Deferred tax assets are recognised for timing differences of items other than unabsorbed depreciation and carry forward losses only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. However if there are unabsorbed depreciation and carry forward of tax losses and items relating to capital losses, deferred tax assets are recognized only to the extent that there is virtual certainty supported by convincing evidence that sufficient future tax income will be available to realise the assets. Deferred tax assets and liabilities are set off if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforcable right for such set off. Deferred tax assets are reviewed at each balance sheet date for their realisibility. CONTINGENCY RESERVE Surplus arising out of transfer of assets and liabilities net of cost of the Company’s investment in its former subsidiary CAMEO, are presented as a ‘Contingency Reserve’ which reserve as approved by the shareholders at an EGM and also as sanctioned by Order of the hon’ble High Court of judicature at Bombay, vide its order dated 11th February, 2005 may be utilised to the extent considered necessary by the Board of Directors of the Company from time to time for providing for any contingent liability (including but not limited to tax liabilities), diminution in value of and / or loss on sale of investments and other assets of the Company. If part or whole of the Contingency Reserve is no longer required for these purposes, the same can be transferred to General Reserve and shall be deemed to be the General Reserve for all purposes under the provisions of the Companies Act, 1956 as per the said Order. IMPAIRMENT The carrying values of assets / cash generating units are reviewed at each Balance Sheet date for impairment. If any indication of impairment exists, the recoverable amount of such assets / cash generating units is estimated and impairment is recognised, if the carrying amount of these assets / cash generating units exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS A provision is recognized when the Company has a present obligation as a result of past event and it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation and in respect of which a reliable estimate can be made. Provisions are determined based on best estimates of the expenditure required to settle the present obligation. Contingent Liabilities are not recognised but disclosed in the notes. A disclosure for a contingent liability is made, unless the possibility of an outflow of resources is remote. Contingent Assets are neither recognised nor disclosed in the Financial Statements. EARNING PER SHARE Basic earnings per share is computed by dividing the profit / (loss) after tax by the weighted average number of equity shares outstanding during the year.

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

29. During the year, pursuant to the notification of Schedule II to the Companies Act, 2013 with effect from 1st April, 2014, the Parent Company has revised the estimated useful life of its assets to align the useful life with those specified in Schedule II. The details of previously applied depreciation rates / useful life are as follows:

Asset Previous depreciation Revised useful life rate / useful life Factory Buildings 10.00% / ~ 43 years 30 years General Plant and Machinery 13.91% / ~ 30 years 15 years Furniture and Fittings 18.10% / ~ 23 years 10 years Office equipment 13.91% / ~ 30 years 5 years Computers 40.00% / ~ 9 years 3 years Electrical Installation 13.91% / ~ 30 years 10 years Pursuant to the transition provisions prescribed in Schedule II to the Companies Act, 2013, the Parent Company has fully depreciated the carrying value of assets net of residual value, where the remaining useful life of the asset was determined to be nil as on 1st April, 2014, and has an adjustment of `276.51 lakhs (deferred tax of `62.24 lakhs) against the opening Surplus balance in the Statement of Profit and Loss under Reserves and Surplus. In respect of the Group (companies incorporated in India) Parent Company, the depreciation expense in the Statement of Profit and Loss for the year is higher by` 1,740.74 lakhs consequent to the change in the useful life of the assets. On account of these changes, depriciation and amortisation expenses for the year and net block of fixed assests as on 31 March, 2015 are not comparable with the previous year. In respect of subsidiary Drive India Enterprise Solutions Limited (“the Subsidiary Company”), the Subsidiary Company has revised its policy of depreciation on fixed assets effective 1st April, 2014. Depreciation is now provided on a straight line basis as against the policy of providing on written down value basis. Further the remaining useful life has also been revised in line with Schedule II of the Companies Act, 2013. The Subsidiary company believes that the change in the method leads to a more appropriate presentation of the financial statements. The adjusted carrying amount as on 1st April, 2014 is depreciated over the remaining useful life. As a result of these changes, the depreciation charge for the year ended 31st March, 2015 is lower by `111.20 Lacs on account of change in policy and higher by `380.05 Lacs on account of change in useful life. The effect relating to the period prior to 1st April, 2014 on account of change in policy is a credit of `1,726.61 Lacs which has been shown as “Exceptional item” in the Statement of Profit and Loss. On account of these changes, depreciation and amortisation expenses for the year and net block of fixed assets as on 31st March, 2015 are not comparable with the previous year. 30. During the previous year, the Board of Directors of the Parent Company decided to exit from Retail

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business. As per the direction of the Board of Directors, the Parent Company had closed the Retail business. The Retail business was reported as part of primary segment of the Parent Company. The results of the discontinued business during the previous year were as follows:

Particulars ` In Lakhs Sale of Products 238.48 Other Income 9.24 Total Revenue (A) 247.72 Purchases of Stock-in-Trade - Changes in inventories of finished goods, work-in-progress and stock-in-trade 147.59 Employee benefits expense 152.21 Finance costs 4.71 Depreciation and amortization expenses 234.73 Other expenses 635.10 Total expenses (B) 1,174.34 (Loss) before tax from ordinary activities (A-B) (654.27) Add: (Loss) on disposal of assets attributable to the discontinuing operations (272.35) (926.62) (Less): Tax credit for discontinuing operations (194.22) (Loss) after tax of discontinuing operations (732.40) Carrying amount of assets as at the balance sheet date relating to the 107.59 discontinued business to be disposed off Carrying amount of liabilities as at the balance sheet date relating to the 98.69 discontinued business to be settled Net cash flow attributable to the discontinued business Cash flows (used in) operating activities (279.98) Cash flows from/(used in) investing activities 4.60 Cash flows (used in) financing activities (4.71)

31. In respect of a subsidiary, the management is in the process of preparing their transfer pricing reports, with justification and documentation of the transfer pricing policies adopted, in order to comply with the tax legislation requirements. The Management believes that the impact of adjustments required to the financial statements, if any, on account of the pending submission of the relevant documents by the subsidiary and the acceptance/completion of the assessments by the Revenue Authorities, would not be significant 32. In respect of a subsidiary, Haier Telecom India Private Limited [“Haier] has been a vendor for handsets and other devices since 2006-07. Under the terms of arrangement with Haier, the procurements were made on High Seas Sales basis, against payment guarantee by way of Standby Letter of Credit [“SBLC] to be issued in favour of Haier’s bankers. In the 2011-12, SBLCs aggregating `4,847.57 lakhs, against which materials were yet to be supplied, were invoked by Haier’s bankers pursuant to a default by Haier in repaying its working capital borrowings.

152 As at 31st March, 2015, the subsidiary has a recoverable of `4,441.89 lakhs (Group share of `2,220.94 lakhs) (Previous Year `4,349.80 lakhs (Group share: `2,174.90 lakhs)) from Haier [disclosed in Note 13 – Other Non-Current Assets under Other Amounts Recoverable]. The subsidiaries management has (i) obtained sign offs from the authorised representatives of Haier for amounts recoverable as on 31st March, 2015; (ii) obtained possession of original property documents (of a relative of Haier’s Managing Director) as partial security; and (iii) obtained a Corporate Guarantee of `10,200 lakhs from Olive Telecommunications Private Limited. However, as a matter of prudence and abundant caution, the subsidiary management has made a provision of `2,400 lakhs (Group share of `1,200 lakhs) (Previous Year `2,400 lakhs (Group share : `1,200 lakhs)), against the recoverable of `4,441.89 lakhs (Previous year `4,349.80 lakhs), determined based on net exposure after considering the estimated value of property, whose original documents are in the subsidiary possession and through liquidation of inventories. The subsidiary management is also in the process of exploring various legal options to recover the amount from Haier. 33. In respect of a subsidary, during the previous year Kantalan Portugal, S.A., a customer, raised a claim of `704.89 lakhs (Group Share `359.49 lakhs) (Previous year: Nil(Group share: Nil)) for unilateral breach of the service contract that would last until 2015. The management of the subsidiary is of the view that this claim is unfounded and will contest against this claim and, therefore, has not recorded any provision (beside an accrual recorded in previous year of `87.59 lakhs(Group share: `44.67 lakhs)) for dealing with eventual unfavourable outcome of it, which, at this date, is uncertain 34. In respect of Tata International Singapore Pte Limited Group (Subsidiary), as at 31st March, 2015 the Group was in breach of the financial covenants as stipulated in its facility agreement with a bank. No notice has been served by the lender declaring the loans taken as immediately due and payable. Accordingly, the loan amounting to `16,489 lakhs is considered as long-term borrowing (including current maturities of long term borrowings of `3,202 lakhs). 35. Contingent Liability: (a) Claims against the Parent Company not acknowledged as debts comprise of : (i) Sales tax / Entry Tax: Demand notices aggregating to `757.73 lakhs (31st March, 2014 - `435.29 lakhs) have been issued by various State Sales Tax Authorities relating to issue of applicability and classification. (ii) Service tax: The Service Tax department, Mumbai has issued demand and recovery notices aggregating to `0.55 lakhs (31st March, 2014 - `0.55 lakhs) including interest, towards service tax allegedly payable by the Company for the period 2005 to 2009. The Service Tax Authorities contend that the Company was rendering services as “Clearing & Forwarding Agents” during the said period and was, therefore chargeable to service tax in respect of those services. The Service Tax department, Dewas has raised demands of `18.77 lakhs (31st March, 2014 - `18.77 lakhs) for import of services during the period 2004 to 2009. The matter is under appeal. (iii) Taxation matters: Demand against the Company not acknowledged as debts and not provided for relating to issues of transfer pricing, deductibility and taxability in respect of which the Company is in appeal :-

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Income Tax : `2,410.33 lakhs (31st March, 2014- `2,836.85 lakhs) Group share in Joint Ventures : `23.66 lakhs (Previous Year : `3.67 lakhs) (iv) Duty Drawback claims DEPB / Drawback claims rejected by Commissioner of Customs (Appeals) disputed by the Company relating to issue of inadmissibility aggregating to `3,205.11 lakhs (31st March, 2014 - `2,282.82 lakhs). (v) Excise Duty The Excise Department at Dewas has raised a demand of `232.72 lakhs (31st March, 2014 - Nil) alleging that the Company alleging that the activity of mixing of chemicals amounts to manufacturing and hence exigible to excise duty. The Company is contesting the claim before Commissioner of Central Excise. (vi) Other Matters `186.13 lakhs (31st March, 2014 – `193.71 lakhs). Future cash outflows in respect of above matters are determinable only on receipt of judgements / decisions pending at various forums / authorities. (b) In the case of Parent Company; Bills discounted not matured `5,163.72 lakhs (31st March, 2014 - `4,460.52 lakhs). (c) In respect of subsidiaries; (i) Guarantees given `3,602.19 lakhs (Previous Year : `177.07 lakhs); Guarantees given - Group share in Joint Ventures : `25.00 (Previous Year : `66.26 lakhs); (ii) Unexpired letters of Credit `1,055.12 Lakhs (Previous Year : `2,257.96 lakhs); (iii) Bills discounted not matured ` NIL (Previous Year : `194.31 Lakhs) (iv) Claims against the subsidiaries not acknowledged as debt comprises of : Sales Tax `1,687.62 Lakhs (Previous Year : `967.37 Lakhs) Income Tax `75.63 Lakhs (Previous Year : `75.63 Lakhs) Service Tax `1,695.38 Lakhs (Previous Year : `1,695.38 Lakhs) Others `387.26 Lakhs (Previous Year : `679.19 lakhs) (d) In respect of Tata Africa Holdings (SA) (Pty) Limited (TAHL) (Subsidiary), it entered into an agreement on 25th March, 2015 with The Tata Power Company Limited for the sale of its interest in Itezhi Tezhi Power Corporation Limited (ITPC), a joint venture set up to construct and operate a hydropower station in Zambia. The Power Purchase Agreement entered into between ITPC and ZESCO Limited, the Zambian power utility envisages an equity IRR of 18%, in relation to the off take of power generated by ITPC. TAHL could be called upon to pay The Tata Power Company Limited, a portion of the premium received under the sale as would bear the same proportion to the reduced equity IRR achieved if lower than the agreed 18%. TAHL received a premium of USD 5.5 million under the transaction. As the Financial Close has not been achieved, it is difficult to quantify the IRR. However, as per the latest financial model, the equity IRR stands at 17.88%. (e) In respect of Moveon Componentes E Calcado (Subsidiary), S.A, in 2013, the entity Kantalan Portugal, S.A (“Kantalan”)-a customer has launched a process against the Subsidiary Company in the amount of `682.51 lakhs (1,005,970 euros) claiming unilateral breach of service contract that would last until 2015. The Subsidiary Company believes that this claim is unfounded and will contest their arguments and, therefore, had not recorded any provision for this situation. Future cash outflows in respect of above matters are determinable only on receipt of judgements / decisions pending at various forums / authorities. 154 36. (i) The Parent Company has given counter-indemnity to Indian Hotels Company Limited (IHCL) against Letter of Comfort issued by IHCL to ICICI Bank PLC, UK (ICICI) for the loan provided by ICICI to a subsidiary of IHMS Hotels (SA) (Pty) Ltd, South Africa which is a associate between the company’s subsidiary Tata Africa Holdings (SA) Pty Ltd (subsidiary) and IHCL for a value of `14,082.93 lakhs (equivalent to USD 22.5 million) [31st March, 2014 – `13,522.46 lakhs (equivalent to USD 22.5 millions)]. (ii) The Parent Company had pledged certain Non-Current Investment in Shares and Bonds amounting to `17,376.13 lakhs against SBLC Facility (Stand By letter of Credit), issued in favour of Standard Chartered Bank - Singapore for term loan of USD 45 Million availed by Tata International Singapore Pte Ltd. The pledge has been released during the year consequent to repayment of the loan in full by Tata International Singapore Pte Ltd. (iii) The Parent Company had created negative pledge on Non-current investment in shares of Tata Industries Limited amounting to `5,812.99 Lakhs against SBLC Facility (Stand By letter of Credit), in favour of Standard Chartered Bank - Singapore for term loan of USD 45 Million availed by Tata International Singapore Pte Ltd. The negative pledge has been released during the year consequent to repayment of the loan in full by Tata International Singapore Pte Ltd. 37. Estimated amount of contracts remaining to be executed on capital account in respect of the Group and not provided for as at 31st March, 2015 is `2,712.54 lakhs (Previous Year : `776.34 lakhs). Group share in Joint Ventures `2.67 lakhs (Previous year `41.61 Lakhs) Other Commitment: (i) As per the Agreement dated 21 September 2012, between the Parent Company and a contractor, the Parent Company has commitment of minimum procurement of 14,000 units of component or compensation up to `3.5 Lakhs per month. The termination clause has 9 months notice period, by which the minimum purchase commitment amounts to `31.5 Lakhs (31 March 2014- `31.5 Lakhs). (ii) As per the Agreement dated 19 November 2013, between the Parent Company and Collector, Naupada, Odisha for supply of bicycles to Coal India Limited towards their Corporate Social Responsibility obligations, the Parent Company has pledged in favour of the Collector, a fixed deposit receipt of `18 lakhs as security for performance of the contract. (iii) As per the Joint Venture Agreement dated 23rd April 2014, between the Parent Company, GST AutoLeather Inc. (joint venturer) and Tata International GST AutoLeather Limited (joint venture company), the Parent Company has committed to subscribing to the equity share capital of the Joint Venture Company of `90 lakhs upto the year FY 2014-15 out of which `63 lakhs has been invested and the balance `27 lakhs will be invested in FY 2015-16. (iv) In respect of Euro Shoe Components Limited EPCG obligation ` NIL (Previous year `211.02 Lakhs), 38. In case of Parent company, the State Government of Madhya Pradesh had issued a Permanent Eligibility Certificate recognizing the Parent Company as an “Exporting Industrial Unit”, thus exempting it from payment of Sales Tax & Entry Tax, till 24th January, 2007. In accordance there with the Parent Company has lodged claims for refund of `215.08 lakhs (31st March, 2014 - `215.08 lakhs), being Entry Tax paid by the Parent Company during the period 1994-1995 to 2006-2007. The said amount has been included in Note 13 - ‘Long term loans and advances’ under the heading Other Advance. 39. Disclosure pursuant to Accounting Standard -15 : Employee Benefits The following are the Defined Benefit Plans operated by the Group: - Gratuity - Retirement Benefits

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Defined benefit plans - as per Actuarial Valuation on 31st March, 2015

(` in lakhs) Funded Funded 2014-15 2013-14 I Expense recognised in the Profit and Loss account for the year ended 31st March Current Service Cost 181.64 202.92 Interest cost 246.92 170.13 Expected Return on plan assets for the period (187.12) (178.03) Net Actuarial (Gain)/ Loss 236.80 (122.29) Expenses Recognised in statement of Profit and Loss A/c 478.24 72.72 Group Share in Joint Ventures 1.88 0.81 Total 480.12 73.53 II Changes in Defined Benefit Obligation during the Year Present Value of Defined Obligation at the beginning of the 2,029.81 1,700.94 Year Add : Addition on funding of gratuity of subsidiaries 18.01 358.27 Current Service Cost 181.64 202.92 Interest Cost 246.92 170.13 Actuarial (Gain) / Loss on Defined Benefit Obligation 220.81 (132,16) Benefits paid (327.46) (270.27) Present Value of Defined Benefit Obligation at the end of 2,369.73 2,029.81 the Year Group Share in Joint Ventures 7.54 7.11 Total 2,377.28 2,036.92 III Net Asset / (Liability) recognised in the Balance Sheet as at 31st March Present Value of Defined Benefit Obligation at the end of (2,369.73) (2,029.81) the Year Fair Value of Plan Assets at the end of the Year 2,236.40 2,064.41 Net Asset / (Liability) as at 31st March (133.33) 34.60 Group Share in Joint Ventures 3.04 3.17 Total (130.29) 37.77 IV Changes in the Fair Value of Plan Assets during the year Fair Value of the Plan Assets at the Beginning of the Year 2,064.41 1,774.91 Add : Addition on funding of gratuity of subsidiaries - 281.87 Expected return on Plan Assets 186.48 178.03 Contributions 322.56 109.75

156 (` in lakhs) Funded Funded 2014-15 2013-14 Benefits paid (327.46) (270.28) Actuarial Gain / (Loss) on Plan Assets (9.59) (9.87) Fair Value of Plan Assets at the end of the Year 2,236.40 2,064.41 Group Share in Joint Ventures 10.58 10.28 Total 2,246.98 2,074.69 V Actual Return on Plan Assets Expected Return on plan assets for the period 186.48 178.03 Actuarial Gain / (Loss) on Plan Assets (9.59) (9.87) Actual Return on Plan Assets 176.89 168.16 Group Share in Joint Ventures 0.87 0.73 Total 177.76 168.89 VI Amount of each category of Plan Assets to total Fair Value of Plan Assets Special Deposits Scheme 279.04 279.04 Central Government / State Government Securities, Bonds 1,162.73 1,176.77 issued by Public Financial Institutions Balances in Savings & Current Accounts with Banks 336.90 265.48 LIC 457.71 343.11 Group Share in Joint Ventures 10.58 10.28 Total 2,246.98 2,074.69 VII Actuarial Assumptions % % Discount Rate 7.80 to 8.00 9.10 to 9.38 Expected Rate of Return on Plan Assets 7.50 to 9.00 7.50 to 9.38 Salary Escalation Rate 5.00 to 10.00 5.00 to 10.00 Attrition Rate 2.00 to 10.00 2.00 to 10.00 Parent Company and Subsidiaries VIII Experience Adjustment Defined benefit obligation 2,377.28 2,036.92 Fair value of plan assets 2,246.98 2,074.69 Surplus / (Deficit) (130.29) 37.77 Experience Adjustment on plan Liabilities [(Gain)/ Loss] 25.29 22.95 Experience Adjustment on plan Assets [Gain/ (Loss)] (10.20) (9.87) IX The contribution expected to be made by the Group during the financial year 2015-16 has not been ascertained.

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40. Disclosure as required by Accounting Standard 19 (AS-19) are as follows: (a) Operating Leases: (i) The Group’s significant leasing arrangements are in respect of Residential flats, office premies, plant & machinery and equipment taken on lease. The arrangements range between 11 months and 5 years generally and are usually renewable by mutual consent or mutually agreeable terms. Under these arrangements, generally refundable interest-free deposits have been given. Commercial / Residential premises have been taken on operating lease. Lease rentals aggregating to ` 2,841.66 lakhs (Previous year `3,825.74 lakhs) and Group share in Joint Ventures of `161.37 lakhs (Previous year `57.36 lakhs) are charged as rent to the Statement of Profit and Loss. The future minimum lease payments under non-cancellable operating leases aggregating `8,057.53 lakhs (Previous Year: `7,237.78 lakhs), in each of the following period are as under: (` in lakhs) 2015 2014 (a) Not later than one year 3,203.06 2,925.64 (b) Later than one year and not later than five years 3,901.85 3,264.01 (c) Later than five years 952. 62 1,048.13

Group share in Joint Ventures: (` in lakhs) 2015 2014 (a) Not later than one year 14.60 64.05 (b) Later than one year and not later than five years 54.80 221.36 (c) Later than five years - -

(ii) Certain Plant and Machinery have been given on operating lease. Under these arrangements, generally refundable interest free deposits have been taken. The future minimum lease payments under non-cancellable operating leases aggregating `21.45 Lakhs (Previous Year: `21.45 lakhs), in each of the following periods are as under : (` in lakhs) 2015 2014 (a) Not later than one year 7.80 7.80 (b) Later than one year and not later than five years 13.65 13.65 (c) Later than five years - -

(b) Finance Lease: Vehicles have been taken on finance lease. The future minimum lease payments aggregating to `34.44 Lakhs (`507.47 Lakhs).

(` in lakhs) 2015 2014 (a) Not later than one year 18.23 227.86 (b) Later than one year and not later than five years 13.31 279.61 (c) Later than five years - -

158 41. Earnings Per Share (EPS)

(` in lakhs) 2014-15 2013-14 Continuing Operations Profit /(Loss) after Tax `( in lakhs) (12,773.24) (9,415.72) Weighted Average No. of Equity Shares (Nos.) 401,000 401,000 Nominal Value of Equity Shares 1,000 1,000 Earnings Per Equity Share (`) (Basic and Diluted) (3,185.35) (2,348.06)

Total Operations Profit /(Loss) after Tax `( in lakhs) (12,773.24) (9,665.46) Weighted Average No. of Equity Shares (Nos.) 401,000 401,000 Nominal Value of Equity Shares 1,000 1,000 Earnings Per Equity Share (`) (3,185.35) (2,410.34)

42. Major components of Deferred Tax arising on account of timing differences are:

(` in Lakhs) 2014-15 2013-14 Deferred Tax Asset 2,753.25 2,469.54 Deferred Tax Liability 538.59 754.62 Net Deferred Tax Asset 2,214.66 1,714.92

(` in Lakhs) 2014-15 2013-14 Deferred Tax Liabilities: Depreciation (1,634.86) (2,287.72) Others (26.54) - (1,661.40) (2,287.72) Deferred Tax Assets : Provision for doubtful debts 791.52 855.32 Provision for Inventory / Provision for Leave Encashment 1,963.09 1,245.14 Effects of unused tax losses 276.66 384.36 Unrealised exchange loss 538.07 783.53 Others 184.49 545.23

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(` in Lakhs) 2014-15 2013-14 3,753.81 3,813.58 Net Deferred Tax Assets 2,092.41 1,525.86 Group share in Joint Ventures 122.25 189.06 Net Deferred Tax Assets 2,214.66 1,714.92

2014-15 2013-14 Opening Deferred tax liability 1,714.92 (320.98) Deferred tax on depreciation adjusted against balance in Statement 45.25 - of Surplus in Profit and Loss as per transition provision of Companies Act, 2013 Translation difference in respect of foreign subsidiary (284.88) (251.00)

Total 1,475.30 (571.98) Closing Net Deferred Tax asset / (liability) 2,214.66 1,714.92 Deferred tax (credit) / charge for the year (739.36) (2,286.90)

43. Disclosure as required by Accounting Standard 29 (AS-29) - “Provisions, Contingent Liabilities and Contingent Assets” as on 31st March, 2015 are as follows: (a) Warranty Provision: The movement in above provision is as follows: (` in lakhs) 2014-15 2013-14 Opening balance 229.98 41.76 Add: Provision for the year - 185.13 Less : Written back during the year 229.98 Add : (Less) : Translation difference - 3.09 Closing balance - 229.98

(b) Provision for Contingent Consideration with respect to Investment in Unitech Motors SA (subsidiary during the year) The movement in above provision is as follows: (` in lakhs) 2014-15 2013-14 Opening balance - - Add: Provision for the year 937.95 - Less : Written back during the year - - Add : (Less) : Translation difference - - Closing balance 937.95 -

160 44. During the year, the Parent Company had received Government of India grant aggregating to `241.56 lakhs from DIPP, Ministry of Commerce & Industries towards support to Artisan Programme. Against the said grant, the company had incurred `54.39 lakhs towards cost of plant and machinery and the balance of `187.17 lakhs was incurred towards various expenditure in the previous years as stated below.

(` In lakhs) Salaries and wages (Note 24) 73.99 Staff welfare expenses (Note 24) 3.42 Processing Charges (Note 26) 8.65 Repairs and maintenance - Buildings (Note 26) 43.12 Sales expenses (Note 26) 12.95 Travelling and conveyance (Note 26) 6.47 Legal and professional fees (Note 26) 8.27 Miscellaneous expenses (Note 26) 30.30 187.17

45. Segment Information Due to the limitations of reporting system in case of subsidiaries, the disclosure as required under Accounting Standard 17 “Segment Reporting” has not been given.

46. (a) Related Party Disclosures : A) Holding Company Tata Sons Limited B) Related Parties where transactions have taken place during the year (i) Fellow Subsidiary Automotive Stampings and Assemblies Limited Ewart Investments Limited Tata AIA Life Insurance Company Limited Tata AIG Life Insurance Company Limited Tata Capital Financial Services Limited Tata Consultancy Services Limited Tata Consulting Engineers Limited Tata Industries Limited Tata Sky Limited Infiniti Retail Limited CMC Limited Apex Investments (Mauritius) Holdings Limited Tata Capital Pte Limited

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Tata Consultancy Services (South Africa) (Pty) Limited Tata Autocomp Systems Limited Tata Autocomp Hendrickson Suspensions Private Limited Tata Industrial Services Limited Tata Advances Materials Limited (ii) Associates IHMS Hotels (South Africa ) (Propreitary) Limited (iii) Joint Venture Tata International DLT Private Limited Tata Precision Industries (India) Limited Rite Brand Retail Private Limited Tata International Wolverine Brands Limited Tata International GST AutoLeather Limited (iv) Key Management personnel Managing Director – Mr. Noel Tata

162

46. (b) (` in lakhs) Transaction Fellow Joint Holding Associates Key Subsidiaries Ventures Company Management Personnel Purchases of goods 1,003.79 0.10 - 17,149.00 - 299.01 - - 1.35 - Sale of goods 273.59 8.25 0.19 3,888.73 - 7,732.48 18.11 - 11,765.59 - Receiving of Services 3,389.37 2.08 9.82 - - 3,016.83 9.00 0.07 - - Rendering of Services (excluding service tax) 1,111.77 61.80 208.27 - - 4,903.05 0.06 3.09 - - Brand Equity Expense - - 409.01 - - - - 109.78 - - Rent Paid - - - 327.46 - - - - 372.68 - Rental Income 163.14 18.86 - 113.73 - 177.29 18.86 - - - Interest/ Dividend Expense 79.98 - 167.40 ------Interest / Dividend Income 58.26 - 118.16 167.84 - 67.01 - 118.16 43.30 - Other Income - 7.74 ------Purchase of equity shares - 63.00 - - - - 952.50 - - - Commission Expense ------1.94 - - - Reimbursement of expenses 11.73 5.59 - 53.75 - - 36.98 - - - Recovery of Expenses 707.74 41.30 383.78 - - 1,122.74 26.77 60.71 1.35 - Managerial Remuneration - - - - 236.76 - - - - 622.12 (ii) Balances with related parties - - - - - Amount Receivable 1,391.19 318.55 415.45 592.37 - 4,213.73 259.02 51.73 2,974.81 - Amount Payable 3,044.89 - 615.10 2,919.18 - 3,181.81 23.46 581.31 8.13 - Loan Given outstanding - - - 957.84 ------Advance Received outstanding - - - - - 2.01 - - - - Advance Given outstanding 12.21 - - - - 17.74 - - - - Purchase of Fixed assets ------4.29 - - - Loan Converted to Share Application Money ------300.00 - - - Management fees - - - - - 8.23 - - - - Corporate Guarantee given - - - - - 23,600.00 - - - - Deposit taken 12.31 ------Investments - 302.50 - 290.99 ------Loans Taken 1,000.00 ------

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20.81 29.66 377.90 444.78 145.06 2013-14 1,624.84 ------Limited Services 12.31 58.26 13.51 533.84 746.80 846.09 127.41 Tata Consultancy Consultancy Tata 2014-15 1,684.04 1,839.16 ------5.74 2013-14 ------Tata Tata Limited Communications Communications 2014-15 ------

8.23 1.43 42.04 2013-14 ------Limited Tata Capital Tata 2014-15 ------

6.19 2013-14 ------Limited 2.75 Tata Capital Capital Tata Financial Services Financial 2014-15 1,000.00 ------0.35 2.40

2013-14 ------Limited Systems Systems 0.89 8.26 Tata Autocomp Autocomp Tata 2014-15 Fellow Subsidiaries Fellow ------0.73 1.55 17.74 14.49 2013-14 ------Insurance Insurance 8.40 0.69 12.21 13.89 Tata AIG General AIG General Tata 2014-15 Company Limited Limited Company ------

1.55 0.90 2013-14 ------Insurance Insurance 0.69 Tata AIA Life AIA Life Tata Company Limited Company 2014-15 ------2013-14 ------Limited Limited 25.00 2014-15 Ewart Investments Ewart Investments ------

1.89 2013-14 ------Limited 2.35 3.94 Stampings Stampings Automotive Automotive and Assemblies and Assemblies 2014-15

Loan Given outstanding Given Loan outstanding Received Advance outstanding Given Advance Share to Converted Loan Money Application assets of Fixed Purchase fees Management by given Guarantee Corporate Deposit taken Investments Taken Loans Other Income of equity shares Purchase Expense Commission of expenses Reimbursement of Expenses Recovery Managerial Remuneration parties with related (ii) Balances Receivable Amount Payable Amount Rendering of Services service tax) (excluding Equity Expense Brand Paid Rent Income Rental Dividend Expense Interest/ / Dividend Income Interest Receiving of ServicesReceiving Sale of goods Transaction of goods Purchases 46. (c) Related Party Transactions Party 46. (c) Related

164 ------

0.01

2013-14 ------Limited Materials Materials 0.01 Tata Advance Advance Tata 2014-15 ------2.01

145.10 208.08 317.81 2013-14 ------Limited Tata Sky Tata 23.25 24.01 25.35 187.69 290.23 2014-15

------0.95

46.20 175.86 2013-14 ------Limited Services 1.61 11.73 36.38 161.10 Tata Consultancy Consultancy Tata 2014-15 (South Africa) (Pty)(South Africa) ------

0.09 2013-14 ------Limited Tata Petrodyne Petrodyne Tata 2014-15 ------

3.09 2013-14 ------Limited 7.09 42.88 17.12 Tata Industries Tata 2014-15

------3.23 2013-14 ------Limited Fellow Subsidiaries Fellow 2014-15 Tata Toyo Radiator Toyo Tata

------

16.46 859.33 206.41 173.16 2013-14 1,102.08 13,900.00 ------Limited (Maharashtra) (Maharashtra) Tata Teleservices Teleservices Tata 2014-15

------97.30 299.01 945.92 404.34 2013-14 3,005.73 2,721.18 1,528.32 9,700.00 ------Limited Tata Teleservices Teleservices Tata 2014-15 ------

4.63 3.66 2013-14 2,454.53 1,134.76 ------Limited Limited Engineers 2.78 54.51 11.32 Tata Consulting Consulting Tata 2014-15 1,518.07 1,214.49

Transaction of goods Purchases Sale of goods of ServicesReceiving Rendering of Services service tax) (excluding Equity Expense Brand Paid Rent Income Rental Dividend Expense Interest/ / Dividend Income Interest Other Income of equity shares Purchase Expense Commission of expenses Reimbursement of Expenses Recovery Managerial Remuneration parties with related (ii) Balances Receivable Amount Payable Amount outstanding Given Loan outstanding Received Advance outstanding Given Advance Share to Converted Loan Money Application assets of Fixed Purchase fees Management by given Guarantee Corporate Deposit taken Investments Taken Loans 46. (c) Related Party Transactions Party 46. (c) Related

165 INTERNATIONAL Fifty second annual report 2014-2015

Tata International Limited ------2.01 8.23 67.01 17.74 299.01 177.29 7,732.48 3,016.83 4,903.05 1,122.74 4,213.73 3,181.81 23,600.00 Fellow Fellow 2013-14 Subsidiaries ------79.98 58.26 11.73 12.21 12.31 273.59 163.14 707.74 1,003.79 3,389.37 1,111.77 1,391.19 3,044.89 1,000.00 Fellow Fellow 2014-15 Subsidiaries ------

2013-14 ------Limited Services 0.08 18.56 Tata Industrial Tata 2014-15 ------

2013-14 ------1.02 Suspensions Hendrickson Hendrickson Tata Autocomp Autocomp Tata Private Limited Private 2014-15 ------

2013-14 ------Limited 2.04 12.82 37.02 126.19 Tata Capital Pte. Pte. Capital Tata 2014-15

------

2013-14 ------Limited Limited 37.86 Apex Investment Investment Apex 2014-15 (Mauritius) Holdings (Mauritius) Holdings ------

2013-14 Fellow Subsidiaries Fellow ------CMC Limited Limited 18.24 134.45 118.94 2014-15 ------

0.46 654.81 251.94 2013-14 3,568.83 ------Limited Limited 0.46 Infiniti Retail 108.95 777.67 295.56 2014-15 ------

592.54 2013-14 1,065.82 ------Limited Limited VIOM Networks VIOM Networks 2014-15

46. (c) Related Party Transactions Party 46. (c) Related Transaction of goods Purchases Sale of goods of ServicesReceiving Rendering of Services service tax) (excluding Equity Expense Brand Paid Rent Income Rental Dividend Expense Interest/ / Dividend Income Interest Other Income of equity shares Purchase Expense Commission of expenses Reimbursement of Expenses Recovery Managerial Remuneration with related (ii) Balances parties Receivable Amount Payable Amount outstanding Given Loan outstanding Received Advance outstanding Given Advance Share to Converted Loan Money Application assets of Fixed Purchase fees Management by given Guarantee Corporate Deposit taken Investments Taken Loans

166 ------0.07 3.09 60.71 51.73 109.78 118.16 581.31 Holding Holding 2013-14 Company Company

------0.19 9.82 208.27 409.01 167.40 118.16 383.78 415.45 615.10 Holding Holding 2014-15 Company Company ------0.07 3.09

60.71 51.73

109.78 118.16 581.31 2013-14 ------Limited Holding Holding 0.19 9.82 Company Tata Sons Tata 208.27 409.01 167.40 118.16 383.78 415.45 615.10 2014-15 ------

9.00 0.06 1.94 4.29 18.11 18.86 36.98 26.77 23.46 952.50 259.02 300.00 Joint Joint 2013-14 Ventures Ventures ------

0.10 8.25 2.08 7.74 5.59 61.80 18.86 63.00 41.30 318.55 302.50 Joint Joint 2014-15 Ventures Ventures

------

2013-14 ------Limited Itezhi Tezhi Itezhi Tezhi 27.42 2014-15 Power Corporation Power

------2013-14 ------0.72 5.12 13.03.2014) 61.80 63.00 17.04 Limited (w.e.f. (w.e.f. Limited 2014-15 GST AutoLeather GST AutoLeather Tata International Tata ------

9.00 2.50 1.94 4.29

18.11 34.84 19.24 23.46 300.00 2013-14 ------Ltd. Retail Pvt Rite Brand Rite Brand 0.10 7.47 27.82 302.50 2014-15 ------

0.06 2.14 7.45 18.86 Joint Ventures Joint 2013-14 ------Limited 2.08 7.74 5.59 18.86 11.38 Tata Precision Precision Tata 2014-15 Industries (India) ------10.98 950.00 229.20 2013-14 ------Limited 2.82 245.24 Wolverine Brands Brands Wolverine Tata International International Tata 2014-15 ------

3.12 15.79 2013-14 ------Limited 0.07 1.57 DLT Private Private DLT 21.43 Tata International Tata 2014-15

Sale of goods of ServicesReceiving Rendering of Services service tax) (excluding Equity Expense Brand Paid Rent Income Rental Dividend Expense Interest/ / Dividend Income Interest Other Income of equity shares Purchase Expense Commission of expenses Reimbursement of Expenses Recovery Managerial Remuneration with related (ii) Balances parties Receivable Amount Payable Amount outstanding Given Loan Received Advance outstanding outstanding Given Advance Share to Converted Loan Money Application assets of Fixed Purchase fees Management by given Guarantee Corporate Deposit taken Investments Taken Loans Transaction of goods Purchases 46. (c) Related Party Transactions Party 46. (c) Related

167 INTERNATIONAL Fifty second annual report 2014-2015

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622.12 Key 2013-14 Personnel Personnel Management Management ------

236.76 Key 2014-15 Personnel Personnel Management Management ------

622.12

2013-14 ------Key Key Personnel Personnel Management Management 236.76 2014-15 ------1.35 1.35 8.13 43.30 372.68 2,974.81 2013-14 11,765.59 Associates Associates ------53.75 327.46 113.73 167.84 592.37 957.84 290.99 3,888.73 2,919.18 2014-15 17,149.00 Associates Associates

------

43.30

2013-14 2,459.09 11,765.59 ------(Pty) Limited 5.39 Accordian Accordian Investments Investments 46.33 587.32 516.86 2014-15 3,888.73 ------

2.25 8.13 2013-14 ------Limited 3.31 0.65 IHMS Hotels (Propreitary) (Propreitary) (South Africa ) (South Africa 290.99 2014-15

------372.68 2013-14 ------Limited 78.28 327.46 2014-15 Newshelf 919 (Pty) Newshelf ------

513.24 2013-14 ------Ltd. 5.05 (SA) (Pty) (SA) 43.22 47.70 Tata Motors Motors Tata 110.42 440.98 2014-15 2,919.18 17,149.00 Associates ------0.23

2013-14 ------Trent Trent Limited 2014-15 ------

1.35 1.35 2013-14 ------Limited Tata Ceramics Ceramics Tata 2014-15

Transaction of goods Purchases Sale of goods of ServicesReceiving Rendering of Services service tax) (excluding Equity Expense Brand Paid Rent Income Rental Dividend Expense Interest/ / Dividend Income Interest Other Income of equity shares Purchase Expense Commission of expenses Reimbursement of Expenses Recovery Managerial Remuneration with related (ii) Balances parties Receivable Amount Payable Amount outstanding Given Loan Received Advance outstanding outstanding Given Advance Share to Converted Loan Money Application assets of Fixed Purchase fees Management by given Guarantee Corporate Deposit taken Investments Taken Loans 46. (c) Related Party Transactions Party 46. (c) Related

168 47 Break up of Net assets and share in profit or loss 2014-15 2013-14 2014-15 2013-14 Name of the entity Net Assets, i.e. total assets Net Assets, i.e. total assets Share in profit or loss Share in profit or loss minus total liabilities minus total liabilities As % of As % of con- As % of As % of consolidated solidated consolidat- consolidated net assets net assets ed profit or profit or loss ` in Lakhs ` in Lakhs loss ` in Lakhs ` in Lakhs I Parent - Tata International : Limited 88% 49,603.87 67% 49,809.00 (3%) 438.99 (19%) 1,817.00 II Subsidiaries A Indian 1 Bachi Shoes Limited 17% 9,687.98 12% 8,878.00 (14%) 1,733.12 (13%) 1,243.00 2 Euro Shoe components Limited 2% 1,264.36 2% 1,137.00 (2%) 250.91 (3%) 273.00 3 Drive India Enterprise Solutions Limited 4% 2,348.79 3% 2,141.00 (2%) 207.42 (1%) 79.00 4 Calsea Footwear Private Limited 0% 153.10 1% 834.00 5% (580.27) (3%) 244.00 B Foreign 1 Tata Africa Holdings (SA) (Proprietary) Limited 28% 15,834.76 26% 19,242.28 (16%) 2,034.15 (20%) 1,967.00 2 Pamodzi Hotels Plc 4% 2,152.35 3% 2,347.00 (2%) 280.11 (1%) 125.00 3 Tata Zambia Limited 6% 3,540.07 7% 5,555.00 10% (1,316.62) (4%) 427.00 4 Tata Africa Holdings (Ghana) Limited 2% 1,273.40 0% 37.00 10% (1,322.98) 11% (1,063.00) 5 Alliance Motors Ghana Limited (4%) (2,423.49) (2%) (1,436.00) 12% (1,557.49) 20% (1,942.00) 6 Tata Automobile Corporation (SA) (Proprietary) Limited 14% 7,780.13 11% 8,187.00 (4%) 523.99 (8%) 742.00 7 Tata Holdings Mocambique Limitada 2% 1,003.73 1% 959.00 (1%) 156.72 (2%) 201.00 8 Tata De Mocambique, Limitada 6% 3,538.94 4% 2,640.00 (13%) 1,717.68 (12%) 1,133.00 9 Cometal, S.A.R.L. 1% 774.60 1% 747.00 (1%) 114.15 (1%) 100.00 10 Tata Uganda Limited 9% 5,145.72 7% 4,913.00 (10%) 1,217.40 (12%) 1,131.00 11 Tata Africa Holdings (Tanzania) Limited 19% 10,661.30 15% 10,824.00 (13%) 1,612.62 (25%) 2,374.00 12 Tata Africa Services (Nigeria) Limited 3% 1,959.74 7% 4,837.00 19% (2,398.40) (1%) 60.00 13 TAH Pharmaceuticals Limited 0% 156.85 0% (147.00) 2% (206.11) 1% (103.00) 14 TATA Africa Holdings (Kenya) Limited 16% 8,880.82 9% 6,352.00 (14%) 1,782.58 (15%) 1,471.00 15 Blackwood Hodge Zimbabwe (Private) Limited 3% 1,538.45 2% 1,208.00 (1%) 172.56 (1%) 115.00 16 Tata Africa Steel Processors (Proprietary) Limited (2%) (1,034.76) (2%) (1,340.00) (2%) 226.21 (6%) 587.00 17 Tata Africa (Senegal) S.A.R.L. 0% (105.95) 0% 264.00 3% (424.52) 5% (459.00) 18 TAHL (Mauritius) Power Projects Limited 0% 62.80 (2%) (1,231.00) (10%) 1,309.99 8% (733.00) 19 TAHL (Mauritius) Mining Projects Limited (19%) (10,872.14) (2%) (1,344.00) 11% (1,382.33) 9% (874.00) 20 M’Pumalanga Mining Resources SA 2% 871.28 0% 145.00 2% (227.28) 3% (283.00) 21 Tata Africa (Cote D’Ivorie) SARL 0% (105.29) 0% 7.00 1% (182.84) 3% (266.00) 22 Tata Zimbabwe (Private) Limited 0% - 0% - 0% - 0% - 23 Tata International Singapore Pte Ltd 2% 863.24 7% 5,112.00 30% (3,805.25) 13% (1,291.00) 24 Tata International Metals (Americas) Limited 31% 17,279.89 7% 5,276.00 (4%) 501.72 (11%) 1,096.00 25 Tata International Metals (UK) Limited 23% 12,788.09 17% 12,622.00 (3%) 342.46 1% (107.00) 26 Industrial Steels Limited 0% - 0% - 0% - 0% - 27 Unitech Motors, S A 2% 1,291.31 0% - 0% - 0% - 28 Tata International West Asia DMCC 0% 8.01 0% - 0% (0.49) 0% - 29 Tata International Metals (Asia) Limited 12% 6,740.18 8% 5,985.00 (4%) 476.82 9% (831.00) 30 Tata West Asia FZE 1% 405.03 (1%) (934.00) 0% 18.00 0% 1.00 31 TIL Leather Mauritius Limited (2%) (1,210.68) (1%) (650.00) 6% (770.47) 2% (155.00) 32 Move On Componentes E Calcado S A (4%) (2,079.62) 0% (301.00) 20% (2,592.06) 19% (1,873.00) 33 Tata International Trading Brasil Ltda 0% 44.87 0% 93.00 0% (35.69) 0% (40.00) 34 Move On Retail Spain S L (2%) (1,012.72) (2%) (1,308.00) 2% (305.06) 7% (705.00) 35 Monroa Portugal, Comercio E Servicos, Unipessoal LDA (3%) (1,563.17) (2%) (1,286.00) 4% (574.58) 7% (633.00) 36 Tata South-East Asia Limited (2%) (947.10) 0% 354.00 16% (2,083.04) 9% (900.00) 37 Tata South East Asia (Cambodia ) Limited 0% 117.92 0% (51.00) (1%) 167.82 0% (43.00)

C Minority Interests in all subsidiaries (9%) (5,348.41) 6% 4,393.00 5% (614.17) (5%) 520.00

III Associates (Investment as per the equity method) A Indian 1 Tata Ceramics Limited 0% - 0% - 0% - 0% - B Foreign 1 Consilience Technologies (Pty) Limited 3% 1,554.47 2% 1,144.05 (4%) 545.22 (3%) 260.57 2 IHMS Hotels (SA) (Pty) Limited 0% - 0% - 2% (310.82) 20% (1,933.67) 3 Newshelf 919 (Pty) Limited 5% 2,895.70 5% 3,361.91 1% (105.56) (12%) 1,204.19 4 Tata Motors (SA) (Pty) Limited 1% 442.16 1% 441.52 0% 41.96 0% (10.85) 5 TCS Africa (Pty) Limited 0% - 3% 1,946.60 0% - (5%) 442.57

IV Joint Ventures (as per proportionate consolidation) A Indian 1 Tata International DLT Private Limited 2% 923.00 1% 831.38 (1%) 100.74 1% (141.12) 2 Tata Precision Industries (India) Limited 1% 390.69 1% 381.64 0% 8.96 0% 29.26 3 Rite Brand Retail Private Limited 0% 41.89 0% (124.79) 0% (61.32) 0% (5.53) 4 Tata International Wolverine Brands Limited (1%) (469.76) 1% 472.12 7% (941.87) 10% (922.88) 5 Tata International GST AutoLeather Limited (w.e.f 13th 0% 2.64 0% - 0% (60.36) 0% - March 2014) B Foreign 1 Itezhi Tezhi Power Corporation Limited 0% - 23% 17,239.00 0% - 0% -

V Eliminations (159%) (90,218.97) (144%) (1,06,461.00) 54% (6,895.96) 124% (11,993.00) Total 56,630.07 74,102.71 (12,773.24) (9,665.46) 169 INTERNATIONAL Fifty second annual report 2014-2015

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48. Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.

For and on behalf of the Board,

G K PILLAI Chairman

NOEL TATA Managing Director

A.M.PONKSHE Chief Financial Officer and Company Secretary

Mumbai, 17th June 2015

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