TO THE MEMBERS OF

TATA CONSULTANCY SERVICES LIMITED

1. We have audited the attached Balance Sheet of TATA CONSULTANCY SERVICES LIMITED
("the Company") as at March 31, 2012, the Statement of Profit and Loss and the
Cash Flow Statement of the Company for the year ended on that date annexed thereto. These
financial statements are the responsibility of the Company’s Management. Our
responsibility is to express an opinion on these financial statements based on our audit.

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

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

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report
as follows:

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

(b) in our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books;

(c) the Balance Sheet, the 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 Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this report are in compliance with the Accounting Standards
referred to in Section 211(3C) of the Companies Act, 1956;

(e) in our opinion and to the best of our information and according to the explanations
given to us, the said accounts give the information required by the Companies Act, 1956,
in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at
March 31, 2012;

(ii) in the case of the Statement of Profit and Loss, of the profit of the Company for
the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the
year ended on that date.

5. On the basis of the written representations received from the Directors, taken on
record by the Board of Directors, none of the Directors is disqualified as on March 31,
2012 from being appointed as a director in terms of Section 274(1)(g) of the Companies
Act, 1956.


  

    

    
For DELOITTE HASKINS & SELLS
  
  

    

    
Chartered Accountants
  
  

    

    
(Registration No.117366W)
  
  

    

    
P. R. RAMESH
  
  

    

    
Partner
  
  

    

    
(Membership No. 70928)
  
  

    
Mumbai, April 23, 2012
    

  



ANNEXURE TO THE AUDITORS’ REPORT

(Referred to in paragraph 3 of our report of even date)

1. Having regard to the nature of the Company’s business / activities for the
year, clause (xiii) of paragraph 4 of CARO is not applicable to the Company.

2. In respect of the Company’s fixed assets:

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

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

c) The fixed assets disposed off during the year, in our opinion, do not constitute a
substantial part of the fixed assets of the Company.

3. In respect of the Company’s inventory:

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

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

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

4. In respect of unsecured loans granted by the Company to companies covered in the
Register under Section 301 of the Companies Act, 1956 and according to the information and
explanations given to us -

(a) During the year, the Company has not given any loans, secured or unsecured to
companies, firms and other parties covered in the register maintained under Section 301 of
the Act. Therefore, the provisions of sub clauses (a) to (d) of clause 4(iii) of CARO are
not applicable to the Company.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or
other parties listed in the register maintained under Section 301 of the Companies Act,
1956. Therefore, the provisions of sub-clauses (e), (f) and (g) of clause 4(iii) of CARO
are not applicable to the Company.

5. 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.

6. In respect of contracts or arrangements entered in the Register maintained in
pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and
belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to Section 301 that were
needed to be entered in the Register maintained under the said Section have been so
entered.

(b) Where each of such transaction is in excess of Rs. 5 lakhs in respect of any party,
the transactions have been made at prices which are prima facie reasonable having
regard to the prevailing market prices at the relevant time except in respect of certain
purchases for which comparable quotations are not available and in respect of which we are
unable to comment.

7. In our opinion and according to the information and explanations given to us, the
Company has not accepted deposits from the public during the year. Therefore, the
provisions of clause 4(vi) of CARO are not applicable to the Company.

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

9. We have broadly reviewed the books of account maintained by the Company pursuant to
the rules made by the Central Government for the maintenance of cost records under Section
209(1)(d) of the Companies Act, 1956 in respect to the manufacture of electronic products
and are of the opinion that prima facie the prescribed accounts and records have
been made and maintained. We have, however, not made a detailed examination of the records
with a view to determining whether they are accurate or complete. To the best of our
knowledge and according to the information and explanations given to us, the Central
Government has not prescribed the maintenance of cost records for any other product or
services of the Company.

10. According to the information and explanations given to us in respect of statutory
dues:

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

(b) No undisputed amounts payable in respect of Provident Fund, Investor Education and
Protection Fund, Employees’ State Insurance, Income Tax, Sales Tax, Customs Duty,
Excise Duty and cess were in arrears, as at March 31, 2012 for a period of more than six
months from the date they became payable.

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


  

    
Particulars
    
Period to which the amount relates
    
Forum where the dispute is pending
    
Amount
  
  

    

    

    

    
(Rs. crores)
  
  

    
Sales Tax
    
2001–02, 2003–04, 2004–05, 2005–06, 2007–08
    
High Court
    
5.33
  
  

    

    
2002–03, 2003–04, 2004–05, 2005–06, 2006–07, 2007–08
    
Tribunal
    
7.81
  
  

    

    
2004–05, 2007–08, 2008–09, 2009–10
    
Deputy Commissioner
    
11.82
  
  

    

    
2001–02, 2002–03
    
Commissioner of Sales Tax
    
0.03
  
  

    

    
2002–03, 2003-04, 2004–05, 2005–06, 2006–07, 2007–08,
    2008–09
    
Joint Commissioner
    
9.12
  
  

    

    
2001–02, 2005–06
    
Assistant Commissioner
    
0.48
  
  

    

    
2007–08
    
Additional Commissioner
    
0.01
  
  

    
Service Tax
    
2004–05, 2005–06, 2006–07, 2007–08, 2008–09, 2009–10
    
Commissioner of Service Tax
    
4.34
  
  

    
Income Tax
    
2005–06
    
Appellate Tribunal
    
75.33
  
  

    

    
2007–08, 2008–09
    
Commissioner of Income Tax (Appeals)
    
324.71
  


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

12. In our opinion and according to the information and explanations given to us, the
Company did not have any amount outstanding to a financial institution or a bank.
Therefore the provisions of clause (xi) of paragraph 4 of CARO are not applicable.

13. In our opinion and according to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.

14. In our opinion and according to the information and explanations given to us, the
Company is not dealing in shares, securities and debentures. Therefore, the provisions of
clause 4(xiv) of CARO are not applicable to the Company.

15. In our opinion and according to the information and explanations given to us,
having regard to the fact that the subsidiary is wholly owned the terms and conditions of
the guarantee given by the Company for loan taken by the subsidiary from a bank are not prima
facie prejudicial to the interest of the Company.

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

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

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

19. According to the information and explanations given to us, during the year covered
by our report, the Company has not issued any secured debentures.

20. During the year covered by our report, the Company has not raised any money by way
of public issue.

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


  

    

    
For DELOITTE HASKINS & SELLS
  
  

    

    
Chartered Accountants
  
  

    

    
(Registration No.117366W)
  
  

    

    
P. R. RAMESH
  
  

    

    
Partner
  
  

    

    
(Membership No. 70928)
  
  

    
Mumbai, April 23, 2012