Tata Capital Limited

AnnualReport

About Us
Tata Capital Limited is a subsidiary of Tata Sons Limited. The Company is registered with the Reserve Bank of India as a Systemically Important Non Deposit Accepting Core Investment Company. A trusted and customer centric one-stop financial services provider, Tata Capital Limited, and its subsidiaries cater to the diverse needs of retail, corporate and institutional customers by offering a wide range of fund and fee based financial services.

Our Vision
The most admired financial solutions partner.

Our Mission
Our philosophy is rooted in the Tata Groups core values: Integrity, Understanding, Unity, Excellence and Responsibility. To exemplify these core values in the financial sector and become the leading financial solutions partner in India, with a global footprint. To become a pioneering and forward-looking organization that is collaborative, nimble, innovative and responsive to the changing financial needs of our clients. To be a reliable and a result-oriented custodian of our clients finances. To create an amicable atmosphere of collaboration, understanding and unity. To ensure happy, motivated and engaged employees. To be trusted, admired and respected amongst all our stakeholders: clients, employees, regulators, shareholders and the community at large. To achieve our vision by only doing whats right.

Our Promise
We choose to put our customers interest above ours and fulfill their needs first. We choose to use our expertise to get the best results for our customers. We choose to innovate and come up with new ways to fulfill our customers needs. We choose to make promises we can keep and keep the ones we have made. We choose to believe that we enrich our customers and not just make them rich. We choose to be humble and courteous with everyone who walks through our doors. We choose to respect our customers and colleagues and in turn gain their respect. We choose to earn our stakeholders trust and not just expect it. We choose to let not just our expertise but our conscience lead us. We believe our choices make us who we are. So we choose to do only what is right. And nothing less.

Corporate Sustainability
We, at Tata Capital, believe that corporate sustainability is a cornerstone for business operations. A socially responsible and committed organization, Tata Capital has always made sincere efforts to protect the interests of all stakeholders and contribute to society. With a view to making a meaningful and positive contribution, we have identified four key areas. These are: Livelihood & Employability | Health | Education | Environment

Range of Offerings
Tata Capitals range of offerings* caters to the diverse financial requirements of retail, corporate and institutional customers. Our wide product suite comprises: Home Loans | Auto Loans | Two Wheeler Loans | Personal Loans | Business Loans | Consumer Durable Loans | Loans Against Securities | Loans Against Property | Equity Broking | Investment Services | Wealth Management | Rural Finance | Infrastructure Finance | Commercial Finance | Investment Banking | Private Equity | Tata Credit Card | Travel Related Services | Forex Services

*Offered directly or indirectly through Tata Capital Limiteds subsidiaries.

Live free in your own home.

Tata Capital Home Loans.
Tata Capital Housing Finance Limited, offers customers Home Loans* with attractive interest rates, quick disbursement and minimal paper-work. So, when they have found the home of their dreams, they can avail the right home loan with us.

*Brought to you by Tata Capital Housing Finance Limited, a wholly-owned subsidiary of Tata Capital Limited.

Happiness comes on wheels.

Tata Capital Auto Loans.
We provide Auto Loans* for the purchase of new and used cars. With unique schemes based on low EMIs, low margin money, attractive rates of interest and quick disbursal, our customers can be assured of a pleasant journey right from the start to the final installment.

*Brought to you by Tata Capital Financial Services Limited, a wholly-owned subsidiary of Tata Capital Limited.

Two wheels give you freedom.

Tata Capital Two Wheeler Loans.
We understand that owning a vehicle is about gaining independence. Our Two Wheeler Loan* offers our customers a chance to own their own vehicle with minimal paper-work, faster processing and attractive interest rates.

*Brought to you by Tata Capital Financial Services Limited, a wholly-owned subsidiary of Tata Capital Limited.

All your desires, now within your reach.

Tata Capital Personal Loans.
Be it a business or personal need, we give you financial assistance to help you fulfill your dreams. With transparent terms, simple paper-work and faster processing, we make getting a Personal Loan* easy.

*Brought to you by Tata Capital Financial Services Limited, a wholly-owned subsidiary of Tata Capital Limited.

Solutions to expand your business.

Tata Capital Business Loans.
We understand that the dream of every entrepreneur is to expand and grow his business. Tata Capital Business Loans* help our customers meet their business needs with customised financial solutions.

*Brought to you by Tata Capital Financial Services Limited, a wholly-owned subsidiary of Tata Capital Limited.

Bringing comfort within reach.

Tata Capital Consumer Durable Loans.
Our customers are the center of our world and we offer a wide range of products to make sure that their world is comfortable. We offer our customers Consumer Durable Loans* with flexible and attractive EMI options, minimal paper-work and quick disbursement.

*Brought to you by Tata Capital Financial Services Limited, a wholly-owned subsidiary of Tata Capital Limited.

Get double benefits on your investments.

Tata Capital Loans Against Securities.
Our Loans Against Securities* offering doubles the benefits our customers enjoy from equity or mutual fund investments. It allows our customers to get a loan against the securities they hold, as well as earn returns from them.

*Brought to you by Tata Capital Financial Services Limited, a wholly-owned subsidiary of Tata Capital Limited.

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Let your home give you bigger rewards.

Tata Capital Loans Against Property.
Our customers can get greater rewards on their property with our Loans Against Property* offering. With attractive interest rates, transparency in dealings, quick disbursement and minimal paper-work, we take our customers a step closer towards maximizing returns on their property.

*Brought to you by Tata Capital Financial Services Limited and Tata Capital Housing Finance Limited, wholly-owned subsidiaries of Tata Capital Limited.

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Trusted solutions in every market condition.

Tata Securities Equity Broking.
We provide equity broking services* to our institutional and retail customers. With a strong research and execution team and uncompromising ethical standards, Tata Securities strives to work in the interest of its customers and has successfully built a franchise of strong relations.

*Brought to you by Tata Securities Limited, Regd Office: One Forbes, Dr V B Gandhi Marg, Fort, Mumbai 400 001. Tel No. 67459000, a wholly-owned subsidiary of Tata Capital Limited, Member BSE. SEBI Registration No. BSE Cash-INB010664150. BSE Derivative-INF011207954. DP CDSL. SEBI Registration No. IN-DP-CDSL-450-2008. Member NSE, SEBI Registration No. INB/F/E231288730. DP NSDL SEBI Registration No. IN-DP-NSDL298-2008.ARN 0021.Merchant Banker. SEBI Registration No.INM000011302.

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Listening to the right advice makes all the difference.

Tata Capital Investment Services*.
We believe that everyone has dreams and aspirations that are individual to them. From owning a beautiful home, to world travel, to childrens education, to a comfortable retired life, dreams take many forms. But whatever our customers dreams are, we take them a step closer by providing investment solutions, customized to suit their needs.

*Brought to you by Tata Capital Financial Services Limited, a wholly-owned subsidiary of Tata Capital Limited.

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When you are in safe hands, there are no second thoughts.

Tata Capital Wealth Management.
Whether it is selecting the right investment opportunity, growing a financial portfolio or building a retirement nest, our team guides our customers at every step. Backed with strong research capabilities and a deep understanding of our customers, our centralized advisory team helps recommend a customized financial strategy that is right for them.

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Bring home prosperity.

Tata Capital Rural Finance.
Tata Capital is committed to financial inclusion and providing access to financial services to customers in remote rural locations. We aim to provide appropriate financial products and services at an affordable cost and in a fair and transparent manner with the support of progressive banking technology. We believe our Rural Finance* offering, will reach out and contribute to the improvement and financial well-being of rural customers.

*Brought to you by Tata Capital Financial Services Limited, a wholly-owned subsidiary of Tata Capital Limited. Our rural finance offering at present only includes Tractor Finance. Roll out of other products is expected shortly.

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The right solutions to build your business.

Tata Capital Infrastructure Finance.
Our Infrastructure Finance* business caters to the specialized needs of the infrastructure sector. With an array of attractive finance options to suit the varying needs of its customers, both large and small, and backed by a reputation of reliability and trust, it brings a promise of quality and world class service. Construction Equipment Finance | Infrastructure Project Finance | Equipment Rentals

*Brought to you by Tata Capital Financial Services Limited, a wholly-owned subsidiary of Tata Capital Limited.

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Achievements have no limits when you are with the right partner.
Tata Capital Commercial Finance.
With its wide array of products and customized service, our Commercial Finance* business helps small, medium and large corporates grow their business. Our team of handpicked professionals offers in-depth expertise to help customers keep pace with the changing marketplace and offers them appropriate solutions to meet their ever-growing financial needs.

*Brought to you by Tata Capital Financial Services Limited, a wholly-owned subsidiary of Tata Capital Limited.

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The right assistance to grow your company.

Tata Capital Investment Banking.
Tata Capitals Investment Banking services* help Institutions and Corporates manage and grow their business with high quality financial advisory services and capital market solutions. Our team of dedicated and experienced professionals, understands the specialized needs of its customers and offers them cost-effective solutions from a bouquet of services.

*Brought to you by Tata Securities Limited (TSL), a wholly-owned subsidiary of Tata Capital Limited.

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Creating value, the right way.

Tata Capital Private Equity.
Our Private Equity business identifies, funds, nurtures and exits companies, with significant growth potential. Our team looks to create value in these companies, beyond its role as a financial investor, by supporting them in areas like strategy, business development, manufacturing, marketing, technology, treasury and facilitating overall improvement and growth of the companies operations.

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A card that truly rewards YOU.

Tata Credit Card.
The Tata Credit Card* combines the benefits of a globally accepted credit card with a rewarding membership to the Empower program. The Empower Program is a unique ever-growing alliance of leading brands which allows our customers to earn and redeem points across brands they use regularly. It also brings them priority offers and exclusive benefits from our partner brands, like Croma, the Taj Group of Hotels and Tanishq.

*Tata Card is a White Label Card issued, operated and serviced by SBI Cards and Payment Services Pvt. Ltd. and marketed and distributed by Tata Capital Financial Services Limited.

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Lifetime of memories.
Travel Related Services.
Our Travel Related Services* help cater to a range of travel needs. From planning customized holiday packages for individual customers to offering end to end services for MICE (Meetings, Incentives, Conferences and Events) arrangements for corporate customers both in India and abroad.

*Brought to you by TC Travel and Services Limited, a wholly-owned subsidiary of Tata Capital Limited.

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Now go where your heart takes you.

Forex Services.
Our wide range of Foreign Exchange Services* include traveler cheques, foreign currency notes, foreign currency denominated prepaid travel cards, inward money transfer service and other associated travel related products like travel insurance and prepaid calling cards.

*Brought to you by TT Holdings & Services Limited, a wholly-owned subsidiary of Tata Capital Limited.

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DIRECTORS REPORT

TO THE MEMBERS OF TATA CAPITAL LIMITED The Directors have pleasure in presenting their Annual Report and the Audited Statement of Accounts for the year ended March 31, 2012. 1. BACKGROUND Tata Capital Limited (Company or Tata Capital) is a subsidiary of Tata Sons Limited (TSL). Tata Capital had made an application to the Reserve Bank of India (RBI) to register itself as a Core Investment Company (CIC) in terms of RBIs Notifications dated August 12, 2010 and January 5, 2011 approval for which was received on May 14, 2012. For the purpose of converting itself into a CIC, Tata Capital has transferred its non-CIC business to Tata Capital Financial Services Limited (TCFSL), at book value, with effect from April 1, 2011, pursuant to a Scheme of Arrangement (Scheme) under Sections 391 - 394 of the Companies Act, 1956 (the Act), between Tata Capital and TCFSL. The Scheme has been sanctioned by the Honble High Court of Bombay and has become effective on March 27, 2012. TCFSL is a wholly owned subsidiary of Tata Capital and is registered with the RBI as a Non Banking Financial Company (NBFC). Currently, Tata Capital carries on the businesses which are permitted by the RBI for being carried on by a CIC. Prior to the Scheme becoming effective, Tata Capital was engaged in the businesses permitted for NBFCs and offered a wide range of fund and fee-based financial services to its customers. These businesses are now carried on through its wholly owned subsidiary TCFSL. A detailed discussion on Tata Capitals business and that of its subsidiaries is set out in para 6 of this report. 2. INDUSTRY AND ECONOMIC SCENARIO Globally, the US economy continues to show signs of modest recovery and the large scale infusion of liquidity by central banks in the Euro zone has temporarily reduced liquidity related stress in the global financial markets. Domestically, the state of the economy is a matter of concern. Though inflation has moderated, it continues to be sticky, despite a slowdown in growth. Indian GDP growth slowed down to a nine year low of 6.5% for the Financial Year (FY) ended March 31, 2012. The Central Governments fiscal deficit, which had narrowed to 2.5% of GDP in FY 2007-08 from 6% in FY 2001-02, reverted to 5.9% in FY 2011-12. The FY 2012 - 13 budget projects a fiscal deficit of 5.1% of GDP, but the achievement of the same is dependent on sale of equity stakes in public sector undertakings, controlling the subsidy grants, reducing the trade deficit and improving the tax collections. Easing the monetary policy may not be the solution for the RBI, as lower interest rates would fuel consumption demand, worsening the demand-supply imbalance, thereby increasing inflation and the current account deficit. The government would therefore, need to work towards reducing the fiscal deficit and to pursue structural reforms and eliminate supply-side bottlenecks. Liquidity conditions were tight throughout FY 2011-12 on account of lower domestic capital formation and more than 20% depreciation in the Rupee, forcing RBI intervention in foreign exchange markets. The liquidity shortfall breached the RBI threshold of +/- 1% of Net Demand and Time Liabilities in November 2011. The RBI, in addition to injecting liquidity through the Liquidity Adjustment Facility window, injected some primary liquidity into the banking system by reducing the CRR by 125 basis points. The tight liquidity conditions in the banking sector provided a window of opportunity for NBFCs to grow. It is estimated that the NBFC sector will record a 39% credit growth in FY 2011 - 12. The Indian economy does not lack potential and can easily go back to growth rates of 8.5% +, if the reform agenda is pursued in a structured manner. However, it appears that governance and policy issues are likely to occupy a large part of the public debate in the coming year. The year ahead will be challenging for the Company on the interest rate front but growth potential for the business is expected to remain robust.
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Annual Report

2011 - 12

3. 3.1

FINANCIAL RESULTS Consolidated Results: The performance of the Company as reflected by its Audited Consolidated Accounts for the Financial Year ended March 31, 2012, is summarized below: (Rs. in crore) Financial Year Gross Income Less: Expenses Finance Costs Employee Benefits Expenses Other Operating Expenses Depreciation Amortization of expenses Profit Before Tax Less: Tax Expense Profit for the period Share of Associates and Minority Interest Balance carried to reserves 1,566.11 233.54 439.32 38.42 20.38 395.32 109.56 285.76 38.84 324.61 1,010.32 181.54 420.80 26.64 20.64 65.32 31.72 33.60 32.92 66.52 2011-12 2,693.09 2010-11 1,725.26

The Companys consolidated Profit for the FY 2011-12 was Rs. 286 crore as against Rs. 34 crore in FY 2010-11. This sharp increase of over eight times in Profit was due to a significant improvement in the performance of many of the subsidiaries of the Company such as TCFSL, Tata Capital Housing Finance Limited (TCHFL), Tata Capital Pte. Ltd., Singapore (TCPL) and e-Nxt Financials Limited (an associate company) and the substantial profit realized on the sale of certain long term investments of the Company. Tata Capitals consolidated loan book has grown to Rs. 19,371 crore as on March 31, 2012 from Rs. 13,836 crore, as on March 31, 2011. The consolidated Return on Assets for FY 2011-12 was 1.75 % (Previous Year: 0.80%) while its Return on Equity was 12.16% (Previous year: 3.8%). Despite the sharp increase in its book, the quality of the book is robust with Gross Non-Performing Assets (NPAs) at 1.18% and Net NPAs at 0.88% during the year. 3.2 Unconsolidated Results: During FY 2011-12, the Companys audited Unconsolidated Results reflected Gross Income of Rs. 212 crore and Profit After Tax of Rs. 96 crore. The Companys Net Worth (Unconsolidated) on March 31, 2012 was Rs. 2,693 crore as against Rs. 2,642 crore as on March 31, 2011. It may be noted that the unconsolidated results of the Company for FY 2011-12 are not comparable with those of the previous year on account of the transfer of business from Tata Capital to TCFSL effective April 1, 2011, pursuant to the Scheme. An amount of Rs. 19 crore (Previous Year: Rs. 14 crore) is proposed to be transferred by the Company to Special Reserve Fund pursuant to Section 45IC of the Reserve Bank of India Act, 1934 and an amount of Rs. 85 crore (Previous Year: Rs. 8 crore) is being carried forward in the Statement of Profit and Loss in the Unconsolidated Accounts.
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4.

SHARE CAPITAL The paid up Equity Share Capital of the Company was Rs. 2,551 crore on March 31, 2012 which was held by Tata Sons Limited (90.22%), Tata Investment Corporation Limited (2.55%) and the TCL Employee Welfare Trust (through its Trustees) (1.98%). The balance 5.25% was held by other Tata companies, trusts, other corporates and individuals. During the year, the Company has not made any fresh issue of capital. Under the Tata Capital Limited Employee Stock Purchase / Option Scheme (ESOP Scheme), the Company had, on March 26, 2010, allotted 6,34,00,000 Equity Shares of Rs.10/- each to the TCL Employee Welfare Trust (through its Trustees), which was set up to administer and implement the ESOP Scheme. As on March 31, 2012, the number of Equity Shares transferred to the eligible employees under the ESOP Scheme amounted to 1,28,65,475 (net).

5.

DIVIDEND With a view to conserving the resources of the Company and building up reserves and considering the business plans of the Company, the Company does not recommend payment of dividend for the FY ended March 31, 2012.

6.

MANAGEMENT ANALYSIS AND DISCUSSIONS OF THE COMPANY AND ITS SUBSIDIARIES 6.1 Brief review of the Company since commencement of operations Tata Capital began operations in September 2007, as a systemically important non-deposit accepting non-banking financial company. From an initial focus on corporate and retail lending business and equity broking, the Company has, in a short span of four years, through the services offered by its subsidiaries and associates, today become a full services financial company catering to the multiple needs of retail, corporate and institutional customers. The suite of offerings of Tata Capital and its subsidiaries for the retail customer, broadly referred to as the Consumer Finance and Advisory Business, ranges from consumer loans such as Auto Loans, Home Loans, Personal Loans, Loans Against Property and Loans Against Securities, to investment services such as Investment Advisory, Equity Broking and Wealth Management. The corporate offerings of Tata Capitals subsidiaries, aim to help small, mid and large companies achieve their financial goals by providing a range of customized and structured loans and financial advisory services. These include Commercial Finance, Infrastructure Finance and Investment Banking. Tata Capital is also a sponsor and investment manager of various Private Equity funds which identify, finance and nurture companies with growth potential. By playing a developing role, beyond the role of a financial investor, the Funds aim to create value in the investee companies by supporting them in areas like strategy, business development, marketing, manufacturing, technology and overall growth of their operations. Additionally, Tata Capitals subsidiaries also provides Forex and Travel-related services to its retail and corporate customers, and offers White Label Credit Cards, in association with SBI-GE, and White Label Travel Cards, in association with Axis Bank, under the brand of Tata Cards. Pursuant to the Scheme becoming effective from April 1, 2011 and upon receipt of the Certificate of Registration as a Core Investment Company from the RBI on May 14, 2012, the activities of Tata Capital now are those permitted by the RBI for CICs and principally include making/holding investments in and lending to subsidiaries/associate companies/other group companies and investing in and managing the Private Equity Funds set up by Tata Capital. Tata Capital has now, principally become a holding company, whose value is substantially derived from the value of its underlying entities, whose performance is discussed below.
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Annual Report

2011 - 12

6.2

Analysis of the Consolidated Results of Tata Capital Over the last four years, the Company has established itself as a strong player in the financial services industry owing to its strong capital base, vast product range, competitive product offerings and deep penetration across customer segments, markets and geographies. The Company has successfully managed to grow its businesses on a sound footing while at the same time keeping a close check on the risks associated with the financial services business. During the year, the Companys Net Profits after Tax, on a consolidated basis, increased exponentially to Rs. 325 crore (an increase of more than 4 times over the previous years Net Profits after Tax of Rs. 67 crore). This amount of Rs. 325 crore included Net Profits after Tax of TCL: Rs. 96 crore, TCFSL: Rs. 169 crore, TCHFL: Rs. 8 crore, Tata Securities Limited: Rs. (16) crore and TCPL: Rs. 30 crore (excluding intercompany eliminations). During FY 2011-12, Tata Capital recorded Total Income of Rs. 2,693 crore as against Rs. 1,725 crore in the previous year, a sharp increase of 56%. This comprised income from financing activities of Rs. 2,059 crore (an increase of 49% over the previous year), Investment Income of Rs. 414 crore (an increase of 85% over the previous year) and Other Income of Rs. 219 crore (an increase of 87% over the previous year). The growth in income from financing activities was in line with the growth in advances. The sharp increase in Investment Income was on account of sale of certain long term investments held by the Company resulting in profit of Rs. 141 crore on an investment amount of Rs. 163 crore. During FY 2011-12, the interest expense was Rs. 1,566 crore as against Rs. 1,010 crore in FY 2010-11. This increase was on account of higher borrowings of Rs. 4,815 crore in 2011-12 in line with the growth in the loan portfolio. The increase in interest expense was also due to the higher interest rates prevailing in the economy. Despite tight liquidity conditions in the market, the Company was able to raise funds at competitive rates to support its business requirements. Despite substantial growth in operations, Tata Capital managed to keep Operating Expenses under tight control which increased from Rs. 421 crore in FY 2010-11 to Rs. 439 crore in FY 2011-12. Employee costs increased from Rs. 182 crore to Rs. 234 crore, owing to increase in manpower strength to support new businesses and growth in existing businesses and also on account of salary increments which were broadly in line with industry standards. The Companys book size increased from Rs. 13,836 crore as at March 31, 2011 to Rs. 19,371 crore as at March 31, 2012. This increase of Rs. 5,535 crore was due to growth in the loan book of Rs. 4,094 crore in TCFSL and of Rs. 1,441 crore in TCHFL. Despite the significant increase in the loan book, the asset quality is robust owing to prudent sourcing, close risk and credit oversight and an effective collection mechanism. This has resulted in overall reduction in credit costs on a consolidated basis from Rs. 89 crore (representing 0.7% of Average Assets) in FY 2010-11 to Rs. 57 crore (representing 0.3% of Average Assets) in FY 2011-12. In FY 2011-12, the Company had gross NPA of 1.18% and net NPA of 0.88% as against 0.97% and 0.72% respectively in 2010-11. A provision of Rs. 20 crore (previous year Rs. 38 crore) was made for Standard Assets on incremental Standard Assets for the FY 2011-12.

6.3

Review of Subsidiaries and Associate companies As on March 31, 2012, Tata Capital had the following subsidiaries, brief details of whose performance is given below. Further, a statement containing brief financial details of each of the subsidiaries for the Financial Year ended March 31, 2012 is included in the Annual Report at page 150.

a)

Subsidiaries:
Tata Capital Financial Services Limited (TCFSL) TCFSL is a wholly owned subsidiary of the Company, registered with the RBI as an NBFC. As stated earlier, the non-CIC business of Tata Capital, under the Scheme was

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transferred to TCFSL with effect from April 1, 2011. Pursuant to this transfer, all the fund based and fee based activities (except private equity and investment advisory services) hitherto carried on by Tata Capital are now carried on by TCFSL. TCFSL has two main areas of business viz. Corporate Finance and Consumer Finance. TCFSLs Gross Income for FY 2011-12 was Rs. 2,217 crore and its Profit after Tax was Rs. 169 crore. Since TCFSL was incorporated only in November 2010 and the above business transfer was made with effect from April 1, 2011, the financial results of TCFSL for FY 2011-12 are not comparable with those for FY 2010-11. The quality of TCFSLs book in FY 2011-12 has been robust with Gross and Net NPAs at 1.29% and 0.95% respectively. TCFSL has, during the year, offered innovative and customized loan products to select customers and has also successfully carried out debt syndication for its corporate clients.

Corporate Finance:
The Corporate Finance Division has two broad business segments viz. Commercial Finance and Infrastructure Finance. The Commercial Finance Division, specializes in product offerings ranging from vanilla term loans, working capital term loans, equipment financing, leasing, lease rental discounting to structured products. This Division continues to be the highest asset driver for TCFSL, with its consistent returns and book growth. Despite the hardening of interest rates during the year, this Division ended FY 2011-12, with a book of Rs. 7,768 crore, an increase of 25% over the book of Rs. 6,205 crore at the end of FY 2010-11. This Division has disbursed Rs. 27,168 crore in FY 2011-12 and has earned a fee income of Rs. 75 crore. The Infrastructure Finance Division has three main lines of business viz. Construction Equipment Finance, Infrastructure Project Finance and Equipment Rentals. During FY 2011-12, the Construction Equipment Finance Division continued to be amongst the top five players in the industry. While Project Finance business was a major contributor of the revenue growth and profit of the Division, the equipment rental business has now stabilised. During the year, the Division disbursed fresh loans of Rs. 4,542 crore, representing growth of 22% over the previous year and closed the financial year with a book of Rs. 5,830 crore, exceeding the previous years book of Rs. 4,273 crore, by 36%.

Consumer Finance:
TCFSL offers through its Consumer Finance Division, a wide range of consumer loans, such as Auto Loans (Car and Two Wheeler), Personal Loans, Business Loans, Loans against Property, Loans against Securities, Consumer Durable Loans and Tractor Finance. Disbursements in FY 2011-12 aggregated Rs. 3,151 crore as compared to Rs. 2,872 crore in FY 2010-11. The focus of this Division during the year, was to improve the business mix and yields, which is reflected in the increase in the yield of new disbursement from 12% in FY 2010-11 to 14.25% in FY 2011-12. Auto Loans still constitute the major share of disbursement at Rs.1,617 crore (51%). The Tractor Finance business was scaled up during the year, with new business volume of Rs. 143 crore in FY 2011-12 as compared to Rs. 46 crore in FY 2010-11. This Division also started offering Consumer Durable Loans and Loans against Securities, in a limited manner during the year. The Asset Book of the Division was Rs. 4,814 crore as at March 31, 2012, which was 33% higher than Rs. 3,621 crore as at March 31, 2011.
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Annual Report

2011 - 12

The total book of the Consumer Finance Division of Rs. 4,814 crore, comprises Auto Loan of Rs. 2,798 crore (58%), Personal & Business loan of Rs. 785 crore (16%), Loans against Property of Rs. 1,019 crore (21%) and other retail advances of Rs. 212 crore (5%). In the area of Wealth Management and Investment Distribution, TCFSL offers distribution of various investment products such as Mutual Funds, Fixed Deposits, Debentures & Bonds and Private Equity/Venture Capital Funds. The quality of the Consumer Finance portfolio continues to be one of the best in the industry, with Gross NPA and Net NPA of 0.42% and 0.30% respectively, in FY 2011-12 as compared to Gross NPA of 0.88% and Net NPA of 0.76% respectively, in the previous year.

Others:
TCFSL is also engaged in the distribution of the Tata Card, a White Label Card in association with the State Bank of India and a White Label Travel Card in association with Axis Bank. Tata Securities Limited (Tata Securities) Tata Securities, a wholly owned subsidiary of the Company, is engaged in the business of stock broking, depository participant services, portfolio management services and distribution of mutual fund units and third party products. It is a member of the National Stock Exchange of India Limited (NSE) in the cash, derivatives, currency derivatives and wholesale debt market segments and of the Bombay Stock Exchange Limited (BSE) in the cash and derivative segments. Tata Securities is also a Depository Participant of the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). During the year under review, Tata Capital Markets Limited (TCML), a wholly owned subsidiary of Tata Capital, engaged in merchant banking activities, was amalgamated with Tata Securities, with effect from May 16, 2011 in view of the commonality of business interests and the synergetic linkages between TCML and Tata Securities and also to derive the advantages of vertical integration of operations of both the companies. The Scheme of Amalgamation was sanctioned by the Honble High Court of Judicature at Bombay on November 18, 2011 and became effective on January 6, 2012. The said amalgamation has also been approved by SEBI, the Stock Exchanges and Depositories. The amalgamation will enable appropriate consolidation of the activities of TCML with Tata Securities, with pooling and more efficient utilization of resources, greater economies of scale, reduction in overheads and expenses and improvement in various operating parameters. SEBI has issued a Merchant Banking license to Tata Securities by substituting its name for the name of TCML in the Certificate of Registration as Merchant Banker on February 28, 2012. During the year under review, Tata Securities has reported Gross Income of Rs. 22.6 crore (Previous Year: Rs. 21.1 crore) and a Net Loss of Rs. 15.6 crore (Previous Year: Net Loss of Rs. 7.7 crore). The loss in FY 2011-12 was mainly due to the shrinking of brokerage income owing to the institutional equity broking business not expanding in terms of sourcing of new clients as was estimated, the ramp up of the franchisee business for retail equity broking not materializing to the desired level and provision being made for non-payment of dues by a client. Tata Capital Housing Finance Limited (TCHFL) TCHFL is a wholly owned subsidiary of Tata Capital, registered with the National Housing Bank (NHB) to carry on housing finance activities. TCHFL offers a range of
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Housing Loans and Loans against Property to various segments of society viz. salaried individuals, self employed individuals, self employed professionals, non-individual entities, etc. During the year under review, TCHFL recorded strong growth in its loan book and profits. In FY 2011-12, TCHFL disbursed Mortgage Loans amounting to Rs. 1,653 crore (Previous year: Rs. 662 crore). This includes Housing Loans of Rs. 1,304 crore and represents an increase of 169% over the previous year. TCHFLs loan portfolio stood at Rs. 2,137 crore on March 31, 2012. (As at March 31, 2011: Rs. 696 crore), representing an increase of 207%. During FY 2011-12, TCHFL recorded Gross Income of Rs. 171 crore (Previous year: Rs. 41 crore) and Profit after Tax of Rs. 7.6 crore, (Previous year: Rs. 1.6 crore). With stable asset quality, the Gross NPA and Net NPA were only 0.27% and 0.23% respectively as at March 31, 2012. TC Travel and Services Limited (TCTSL) TCTSL, a wholly owned subsidiary of Tata Capital, is primarily engaged in the business of ticketing and travel related services. During the year ended March 31, 2012, TCTSL successfully managed the stiff competition and dynamic pricing in the industry. At the same time, it geared itself to manage the increasing scale of operations. During the year under review, TCTSL went online with air ticket bookings on centrally located servers. This was one more step towards Business Selling Directly to Customers (B2C) model. During FY 2011-12, TCTSL operated from 8 branches and achieved a ticketing turnover of Rs.172 crore, which was 10% higher over the previous year. It recorded Gross Income of Rs. 10 crore (Previous Year: Rs. 10 crore) and Loss After Tax of Rs. 0.7 crore (Previous Year: Profit of Rs. 1.7 crore). T T Holdings & Services Limited (TTHSL) TTHSL, a wholly owned subsidiary of Tata Capital, holds a Full Fledged Money Changer license from the RBI and has a network of 28 branches across the country. The principal business of TTHSL is to provide money changing services to corporates for meeting the foreign exchange requirements of their employees travelling abroad. TTHSL is also engaged in selling Travellers Cheques of American Express Bank and Travel Card of Axis Bank and Citibank to its customers. During the year, TTHSL has increased its branch presence by opening 7 new branches. During FY 2011-12, TTHSL was amongst the top five sellers of American Express Travellers Cheques in India. During the year under review, TTHSL has recorded Income of Rs. 15.8 crore (Previous Year: Rs. 10.95 crore) and Profit After Tax of Rs. 0.1 crore (Previous Year: Rs. 0.7 crore). T Sec Commodities Broking Limited (TSCBL) TSCBL, a wholly owned subsidiary of Tata Capital, was formed with the objective of carrying on the business of commodities broking. It is yet to commence its business activity. Tata Infrastructure Capital Limited (TICL) TICL, a wholly owned subsidiary of Tata Capital, was incorporated on July 9, 2010 in pursuance of a Notification issued by the RBI introducing a new category of NBFCs as Infrastructure Finance Companies which would be entitled to raise long term funds in a more cost effective manner from domestic and international sources. TICL is yet to be registered with the RBI and has not commenced any business activity.
31

Annual Report

2011 - 12

Tata Cleantech Capital Limited (TCCL) TCCL, a wholly owned subsidiary of Tata Capital was incorporated on September 27, 2011. Tata Capital has entered into a joint venture agreement with International Finance Corporation (IFC), Washington, on November 19, 2011, whereby IFC will invest in TCCL. TCCL will be engaged in the business of financing renewable energy, energy efficient and waste management projects as well as in providing advisory services. TCCL has made an application to the RBI for being registered as an NBFC and approval of the same is awaited. TCCL has not commenced any business activity.

Tata Capital Pte. Ltd. (TCPL), Singapore and its subsidiaries viz. Tata Capital Advisors Pte. Ltd. (TCAPL), Singapore, Tata Capital Markets Pte. Ltd. (TCMPL), Singapore and Tata Capital Plc. (TCPLC), U.K. TCPL, a wholly-owned subsidiary of Tata Capital, has been established in Singapore as the International Headquarters of Tata Capital and is responsible for Tata Capitals international presence and activities. As an adjunct to the India business, TCPL, either on its own or through its subsidiaries, is engaged in activities such as fund management, corporate finance advisory and distribution and investments in debt papers. In addition, TCPL continues to scout for business opportunities in the management of and investment in Business Trusts, Investment Trusts and Real Estate Investment Trusts. TCPL also works closely with the government agencies of Singapore to actively support development of economic activities along the Singapore - India corridor. During the year under review, TCPL signed an MoU with the Singapore Economic Development Board (EDB) to selectively connect EDB to Tata Capitals customers in India, who may be interested in setting up their international operations in / out of Singapore. TCAPL, a wholly owned subsidiary of TCPL incorporated in Singapore in 2008, holds a Capital Markets Services (CMS) license, under the Securities and Futures Act of Singapore, to conduct the regulated activities of fund management. TCAPL acts as fund manager to all the offshore Private Equity Funds set up by TCPL. Tata Capital Markets Pte. Limited (TCMPL), another wholly owned subsidiary of TCPL, was incorporated in Singapore in 2008. TCMPL commenced business during the year under review as an entity exempted from the requirement of holding a CMS license, under the Securities and Futures Act of Singapore, for undertaking business in advising on corporate finance activities. TCMPL, subject to necessary regulatory clearances and approvals, plans to grow into a full-fledged investment banking house, catering to both listed and private companies in their fund raising activities and other corporate actions. TCPLC, also a wholly owned subsidiary of TCPL, incorporated in the UK, is authorized by the Financial Services Authority, UK, (the financial services regulatory authority in UK), to carry on regulated activities such as giving investment advice to customers, assisting in placing debt and equity instruments with investors and negotiating terms for merger & acquisition transactions. The other activities of TCPLC cover marketing services provided to TCAPL. During the year under review, TCPL recorded consolidated Gross Income of US$ 17.6 million (Rs. 85 crore). Profit Before Tax of US$ 5.8 million (Rs. 28 crore) and Profit After Tax of US$ 63.7 million (Rs. 31 crore) (US $ translated to Rs. at exchange rate prevailing on March 31, 2012)

Other Subsidiaries In addition to the above subsidiaries, the following entities are also treated as subsidiaries of the Company, as per applicable Accounting Standards:

32

- Tata Capital Growth Fund I - Tata Capital General Partners Limited Liability Partnership (LLP) - Tata Capital Healthcare General Partners LLP and - Tata Opportunities General Partners LLP

b)

Associate Companies:
e-Nxt Financials Limited (e-Nxt) e-Nxt, a subsidiary of Tata Sons Limited, is engaged in developing and providing Business Process Outsourcing solutions, focused primarily at the Banking and Financial Services Industry (BFSI) and catering largely to the domestic market. As part of its growth strategy, e-Nxt is moving fast towards creating relevant service offerings for other industry segments, particularly automobile, manufacturing and telecom, both for domestic and international markets. Over the last three years, there has been a significant turn-around in the performance of e-Nxt. In FY 2011-12, e-Nxt recorded turnover of Rs. 150 crore and Profit after Tax of Rs. 16 crore, as against turnover of Rs. 116 crore and Profit after Tax of Rs. 9 crore in FY 2010-11. e-Nxt has equity share capital of Rs. 3 crore, 50% of which, is held by Tata Sons Limited and 40% by Tata Capital. In addition, Tata Capital has invested Rs. 15 crore in cumulative, redeemable, non-convertible preference shares of e-Nxt. e-Nxt still has accumulated losses of Rs. 5 crore which it expects to wipe off in the near future on account of improved operational performance. Tata Autocomp Systems Limited (TACO) TACO, a Tata Group company, provides products and services in the automotive industry to Indian and global customers. Tata Capital acquired a 24% equity stake in TACO in June 2008, which involved an investment of Rs. 185 crore. TACO has performed very well over the last few years and has recorded Total Income of Rs. 3,483 crore, in FY 2011-12 and Profit after Tax of Rs. 140 crore. TACOs paid-up equity share capital and net worth as on March 31, 2012 were Rs. 255 crore and Rs. 374 crore, respectively. India Collections Management Private Limited (ICML) ICML is a Joint-Venture Company, inter alia with International Finance Corporation, Washington (IFC) and Tata Capital has invested a sum of Rs. 3 crore as on March 31, 2012, in the equity capital of ICML for a 40.5% equity stake therein. ICML will provide services for the resolution of distressed assets in the Indian Financial Sector with possible future growth in the servicing of asset backed performing loans. There is considerable opportunity in India for an integrated asset servicing company due to the lack of organized servicing entities. The Company is expected to commence commercial operations during FY 2012-13.

c)

Others:
As at March 31, 2012, Tata Capital had, as per its consolidated accounts, total investments of Rs. 2,542 crore (Previous Year: Rs. 2,843 crore). Of this, Rs. 350 crore (Previous Year: Rs. 284 crore) were investments in associate companies, Rs. 353 crore (Previous Year: Rs. 464 crore) in other companies and Rs.1,839 crore (Previous Year: Rs. 2,095 crore) in preference shares of companies and in debt instruments such as debentures, pass through certificates, commercial paper, government securities, etc.
33

Annual Report

2011 - 12

d)

Provision for investments:

As on March 31, 2012, an aggregate provision, on a consolidated basis, of Rs. 72 crore (Previous Year Rs. 55 crore) has been made for diminution, other than temporary, in the value of the investments.

6.4

Private Equity The Company has set up four Private Equity Funds in India viz. Tata Capital Growth Fund I, Tata Capital Healthcare Fund I, Tata Capital Innovations Fund and Tata Capital Special Situations Fund - Trust. These Funds have been registered with SEBI as Venture Capital Funds. The Company has sponsored these Funds, acts as their Investment Manager and has also invested in the Funds by subscribing to units of these Funds. In addition to the above, the Companys subsidiary in Singapore has set up Tata Capital Growth Fund Limited Partnership (LP), Tata Capital HBM Healthcare Fund I LP and Tata Opportunities Fund LP. Tata Capital Growth Fund I (TCGF) TCGF targets private equity growth capital investments in companies that have a significant portion of their operations in India. TCGF aims to provide growth capital funding of around Rs. 50 crore to mid-market companies with an average hold period of three to five years. TCGFs investment focus themes are Urbanization, Manufacturing, Strategic Services and Growth Opportunities. TCGF declared its final close in June 2011 with commitments of Rs. 339 crore of which Rs. 117 crore is invested as at March, 2012, in portfolio companies. Tata Capital Healthcare Fund I (TCHF) TCHF focuses on private equity growth capital investment in companies in the pharmaceutical, contract research/manufacturing, healthcare services, medical devices, diagnostic and other healthcare sectors. TCHF seeks investments in healthcare companies with high growth potential and a favourable risk-reward balance. TCHF declared its final close in April 2012, with commitments of Rs. 320 crore, of which Rs. 13 crore is invested as at March, 2012 in a portfolio company. Tata Capital Innovations Fund (TCIF) TCIF focuses predominantly on technology led innovations which represent breakthrough, fundamental or incremental changes in technology or process. TCIF is a sector agnostic fund and invests across all stages of an enterprise provided the proof of concept is established. TCIF has commitments of Rs. 287 crore, of which Rs. 43 crore is invested in portfolio companies. Tata Capital Special Situations Fund Trust (TCSSF) TCSSF focuses on investing in turnaround opportunities and fund has commitments of Rs. 280 crore, of which Rs. 68 crore is invested as at March, 2012 in a portfolio company. Overseas Funds The Overseas Funds viz. Tata Capital Growth Fund LP (TCGFLP), Tata Capital HBM Healthcare Fund I LP and Tata Opportunities Fund LP (TOF) are based in Singapore and are set up by TCPL. These funds accept commitments only from overseas investors. TCGFLP declared its final close in March 2012 with commitments of US$ 167 million, of which US$ 21.4 milllion is invested in a portfolio company.

34

TOF has received and accepted commitments of US$ 535 million, of which US$ 34.6 million is invested in a portfolio company. The Asian Venture Capital Journal declared TOF as the most successful fundraise of 2011. 7. ALLIANCES Tata Capitals alliances and partnerships are based on and are an extension of the Companys core objects and values. These include alliances with: Mizuho Securities Company Limited, to foster business co-operation in private equity, investment banking (including cross border mergers and acquisitions), securities business (including broking and distribution), structured finance and other business areas such as wealth management. Mizuho Corporate Bank Limited, to foster business co-operation, enhance cross-market value creation capabilities and strengthen competitive advantages in addition to aiding each other in gaining a deeper understanding of the Indian and Japanese markets. Mitsubishi UFJ Securities Company Limited, to establish a basis for co-operation in a wide range of strategic business areas that include cross-border investment banking, global offering of Indian equities and working towards development of the local bond market. AIMIA (formerly known as Groupe Aeroplan Inc.), the Canadian Loyalty Management giant, to launch a multi-party coalition loyalty program in India modeled on the lines of Nectar, which is Group Aeroplans highly acclaimed coalition loyalty program in the UK and Italy. Century Tokyo Leasing Corporation to study the possibility of establishing a joint venture company for carrying on leasing business in India. International Finance Corporation, Washington, (a member of the World Bank Group), to foray into the area of Climate Change with the formation of Tata Cleantech Capital Limited. 8. CONSOLIDATED FINANCIAL STATEMENTS In addition to the Unconsolidated Financial Statements of the Company for the FY ended March 31, 2012, the Company has also prepared the Consolidated Financial Statements of the Company and all its subsidiaries, in accordance with the Accounting Standards notified under Companies (Accounting Standards) Rules, 2006. Both these sets of Financial Statements are included in the Annual Report of the Company. Pursuant to the consent of the Board of Directors of the Company and the General Circular No. 1/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, the Company is exempted from attaching to its accounts for the FY ended March 31, 2012, the individual Annual Reports of its subsidiary companies. A statement containing brief financial details of each of the Companys subsidiaries for the year ended March 31, 2012 is included in the Annual Report at Page No. 150. The annual accounts of the subsidiaries and the related detailed information will be made available to any Member of the Company and its subsidiaries seeking such information at any point of time and will be available for inspection to any Member of the Company and its subsidiaries at the Registered Office of the Company and will also be posted on the Companys website www.tatacapital.com. The annual accounts of the said subsidiaries will also be available for inspection at the Registered Offices of the respective subsidiary companies and on request, will be made available/sent free of cost to the Members. 9. FINANCE During FY 2011-12, the Company met its funding requirements through short term instruments such as Commercial Paper and Inter Corporate Deposits. The aggregate debt outstanding as at March 31, 2012 was Rs. 836 crore all of which was payable within one year. The Debt Equity ratio of the Company as at March 31, 2012 was 0.34. The Company has been regular in repayment of its borrowings and payment of interest thereon.
35

Annual Report

2011 - 12

10.

CREDIT RATING During the year under review, the Company had Short Term instruments rated and re-affirmed at ICRA A1+ by ICRA Limited.

11.

RISK MANAGEMENT Tata Capital manages risk at the Company and at its subsidiaries through a detailed Risk Management Policy framework. The Risk Management Policy lays down guidelines in identifying, assessing and managing risks that the businesses are exposed to. Risk is monitored by the Board/Risk Management Committee of the Board through suitable reporting mechanisms for the Company and its subsidiaries.

12.

INTERNAL CONTROL SYSTEMS The Companys internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the Companys internal controls including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the management and are reviewed by the Audit Committee of the Board which also reviews the adequacy and effectiveness of the internal controls in the Company. The Companys internal control system is commensurate with the size, nature and operations of the Company.

13.

IT SUPPORT The Company and its subsidiaries are now embarking on the growth phase from the stabilization phase of their IT road maps. A foray has been made into the mobility solutions space, by providing the securities trading customers with a mobile trading platform. The customer portal is also being enhanced to provide better customer experience. Transaction enablement across all customer segments is being planned for implementation, while several systems for improving operational efficiency have been deployed this year. The core lending system and CRM system has been upgraded, thereby offering the users additional features and the ability to offer value added services to customers and prospects. The disaster recovery set up at Chennai has been upgraded and covers key mission critical applications.

14.

HUMAN RESOURCES The Company and its subsidiaries recognizes people as its most valuable asset and has built an open, transparent and meritocratic culture to nurture this asset. During the course of the year, the Company and its subsidiaries undertook HR initiatives to strengthen the HR process framework and the internal organizational structure. The Job Band Study, an organisational restructuring exercise carried out in partnership with Tata Group HR, is helping the organisation define roles and grade hierarchies. This will enable sharper career planning for the Companys talent pool. The launch of P-CMM (People Capability Maturity Model) with a view to achieving P-CMM Level 5 certification in the year 2015, will help achieve greater organizational efficiency in HR processes and, subsequently, lower attrition levels. The Company and its subsidiaries are gearing up for P-CMM Level 3 Assessment & Certification in FY 2012-13. The Company and its subsidiaries have sustained the Emerging Leaders Program. In addition, high potential employees have been sent for leadership training to various programs. The Company and its subsidiaries accord high priority to the health and safety of all employees working in their facilities. An Occupational Health and Safety (OH&S) policy is in place and implementation of the OHSAS18001:2007 standard for the operations in India has commenced. Health and Safety awareness is inculcated through regular Safety Awareness Programmes, Fire Safety Training and Mock Drills. During the course of the year, the Company and its subsidiaries have focused on Learning & Development (L&D), specifically with regard to key roles and the talent pool. The L&D initiatives are based on identified

36

behavioral competencies. Developmental measures include executive development programs, job rotation and various training programs. An initial tie-up has been made with Stern School of Business, New York, USA (Stern) for setting up a joint learning programme. Stern will be conducting its second programme for the Senior Leadership Team later this year. The employee strength of the Company as on March 31, 2012 was 39 while that of all its subsidiaries was 2106. 15. TATA BUSINESS EXCELLENCE MODEL (TBEM) The Company aspires to receive the JRDQV Award by 2015, which is one of the key objectives articulated under RACE 2015. As a step towards this goal, the Company has, in February 2012, completed a dipstick assessment which was conducted by Tata Quality Management Services (TQMS) which indicated a band representing Early Improvements. The Company is now gearing up to achieve higher levels of excellence in the next financial year thereby coming closer to achieving the objectives under RACE 2015. 16. CORPORATE SUSTAINABILITY (CS) The Tata Group has always epitomized philanthropy, ethical practices and a quest for national betterment. The Tata Capital CS policy, outlines four thrust areas of development viz. Livelihood & Employability, Health, Education and Environment. The rural development initiative at Village Talawade (District Pune, Maharashtra) is a flagship project that covers the above four focus areas towards which the Company has spent Rs.0.22 crore during FY 2011-12. Tata Capital also has many long term associations with NGOs with the aim of making a measureable positive difference through its initiatives. Tata Capital believes in social equity and adheres to the principle of equal opportunity, irrespective of caste. The Affirmative Action programme at Tata Capital seeks to promote access to quality education and technical skills and competencies for members of the SC/ST communities, thus creating economic independence and sustainable livelihoods. During FY 2011-12, the Company has spent an amount of Rs.0.20 crore towards this initiative. 17. COMPLIANCE Tata Capital has, on May 14, 2012, received from the RBI a Certificate of Registration (dated May 10, 2012), registering the Company as a systemically important non-deposit accepting CIC. As explained in Para 1 of this Report, pursuant to the Scheme, the non-CIC business of the Company was transferred to TCFSL on March 27, 2012, with effect from April 1, 2011. In view of the above, from March 27, 2012, the Company has complied and continues to comply with the applicable regulations and guidelines of the RBI for a CIC, and it does not carry on any financial activities other than those specifically permitted by RBI to CICs. During the period upto March 27, 2012, the Company has complied with all the regulations and guidelines of the RBI applicable to an NBFC. 18. DEPOSITS The Company has not accepted any public deposits during the year under review. 19. DIRECTORS In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. F N Subedar and Mr. F K Kavarana, Directors, are liable to retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. 20. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the Operating Management, confirm that: i) in the preparation of the annual accounts for the FY ended March 31, 2012, the applicable accounting standards have been followed and there are no material departures;
37

Annual Report

2011 - 12

ii)

they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012, and of the profit of the Company for the year ended on that date; they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iii)

iv) 21.

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

CORPORATE GOVERNANCE A summary of the corporate governance measures adopted by the Company is given below: i) The Company recognizes its role as a corporate citizen and endeavors to adopt the best practices and the highest standards of corporate governance through transparency in business ethics, accountability to its customers, government and others. The Companys activities are carried out in accordance with good corporate practices and the Company is constantly striving to better them by adopting the best practices. The Company believes that good corporate governance practices enable the management to direct and control the affairs of the Company in an efficient manner and to achieve the Companys goal of maximizing value for all its stakeholders. The Company will continue to focus its resources, strengths and strategies to achieve its vision of becoming a leading financial services company in India, with a global footprint, while upholding the core values of transparency, integrity, honesty and accountability, which are fundamental to Tata companies. As a part of the Tata Group, the Company has a strong legacy of fair, transparent and ethical governance practices. The Companys corporate governance philosophy has been further strengthened with the adoption by the Company of the Tata Business Excellence Model, the Tata Code of Conduct, a Code of Conduct for Prevention of Insider Trading, a Code of Corporate Disclosure Practices, a Whistle Blower Policy, a Fair Practices Code, an Affirmative Action Policy and a Policy against Sexual Harassment in the Workplace. ii) iii) The Board of Directors along with its Committees provides leadership and guidance to the Companys management and directs, supervises and controls the activities of the Company. The size of the Board is commensurate with the size and business of the Company. At present, the Board comprises six Directors viz. Mr. F K Kavarana, Mr. Ishaat Hussain, Mr. H N Sinor, Mr. Janki Ballabh, Mr. F N Subedar and Mr. Praveen P Kadle. Mr. Kadle is the Managing Director (MD) of the Company and the other five Directors are Non-Executive Directors (NED). One-third of the total strength of the Board comprises Independent Directors viz. Mr. H N Sinor and Mr. Janki Ballabh. Board Meetings of the Company are chaired by Mr. F K Kavarana, NED. Mr. Kadle was appointed as the MD of the Company for a period of 5 years with effect from September 18, 2007. Owing to the transfer of the non-CIC business of the Company to TCFSL w.e.f. April 1, 2011, the Company does not have any profits as computed u/s 349 and 350 of the Companies Act, 1956 (the Act). Consequently, Mr. Kadles remuneration for the FY 2011-12 will be as prescribed under Para C of Section II of Part B of Schedule XIII to the Act (read with the provisos thereto) and will be subject to the approval of the Members. As at March 31, 2012, Mr. Kadle holds 11,00,000 Equity Shares of the Company acquired under the Companys Employee Stock Purchase / Option Scheme (ESOP Scheme) of the Company. In addition, he holds 2,40,000 unvested options for equity shares of the Company under the ESOP Scheme.

iv)

38

At the Remuneration Committee Meeting held on May 9, 2012 and as approved by the Board at its meeting held on the same day, it is proposed to pay Incentive Remuneration of Rs. 2 crore to Mr. Kadle for FY 2011-12. With this, the total remuneration of Mr. Kadle for FY 2011-12 would be Rs. 3.42 crore. At the Board Meeting of TCFSL held on March 15, 2012, Mr. Kadle was also appointed as the Managing Director & CEO of TCFSL w.e.f. March 27, 2012 until September 17, 2012. v) Since the Company does not have any profit u/s 349 and 350 of the Act for FY 2011-12, no commission would be paid to the NEDs of the Company. Details of equity shares offered to the NEDs during FY 2011-12 and the shares acquired by them as on March 31, 2012 are given below: Name Mr. F. K. Kavarana Mr. Ishaat Hussain Mr. Janki Ballabh Mr. H. N. Sinor Mr. F. N. Subedar vi) vii) Number of share options offered 2,20,000 2,20,000 2,20,000 2,20,000 2,20,000 Number of shares held as on March 31, 2012 2,20,000 NIL NIL NIL 2,20,000

During FY 2011-12, eleven Board Meetings were held. Board Meeting(s) were held at least once in every three months. The Board has constituted Committees with specific terms of reference to focus on specific issues and ensure expedient resolution of diverse matters. These are the Audit Committee, Investment Credit Committee, Finance and Asset Liability Supervisory Committee, Risk Management Committee, Remuneration Committee, ESOP Committee, Shareholders/Investors Grievance Committee, Nominations Committee and Executive Committee of the Board. Several meetings of the committees were held during the year Tata Capital has an Audit Committee comprising Mr. Janki Ballabh, Independent Director, as Chairman, Mr. Hoshang Sinor, Independent Director and Mr. F. N. Subedar, Non-Independent, Non-Executive Director. During the year, ten meetings of the Audit Committee were held. Sitting fees for attending Board Meetings and Meetings of Committees of the Board are paid within the maximum prescribed limits. Minutes of meetings of all Committees of the Board are placed before the Board for discussion/ noting. The Company Secretary of the Company is the Secretary of all the aforementioned Committees, except that the Head of the HR function is the Secretary of the Remuneration Committee and the ESOP Committee.

viii)

The Company has signed the Tata Brand Equity and Business Promotion (BEBP) Agreement with Tata Sons Limited subscribing to the TATA BEBP Scheme. The Company abides by the Tata Code of Conduct and the norms for using the Tata Brand identity. The Company has adopted the Tata Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted a Code of Conduct for its NEDs. The Codes have been posted on the Companys web-site. The Company has adopted a Whistle-Blower Policy which provides a formal mechanism for all employees of the Company to make protected disclosures to the Management about unethical
39

ix)

x)

Annual Report

2011 - 12

behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. No employee of the Company has been denied access to the Audit Committee. xi) xii) 22. The Company Secretary is the Compliance Officer of the Company. The Companys website is www.tatacapital.com

ACCOUNTS AND ACCOUNTING STANDARDS The Company adheres to the Accounting Standards issued by the Institute of Chartered Accountants of India in the preparation of its financial statements and also to the guidelines prescribed by the RBI.

23.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO In view of the nature of the activities carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption, are not applicable to the Company. During the year under review, the Company had earnings in foreign exchange of Rs. 25.4 crore (Previous Year: Rs. 13.6 crore) and an outgo of Rs. 0.8 crore in foreign exchange (Previous Year: Rs. 1.4 crore).

24.

PARTICULARS OF EMPLOYEES Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended March 31, 2012, is provided in an Annexure forming part of this Report. The Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the same may write to the Company Secretary requesting for the same.

25.

TATA CAPITAL LIMITED EMPLOYEE STOCK PURCHASE / OPTION SCHEME With a view to developing and implementing a long term incentive program to effectively attract, motivate and retain the best talent from the industry in a competitive environment, the Members of the Company at their Meeting held on March 2, 2010, approved a Tata Capital Limited Employee Stock Purchase / Option Scheme (ESOP Scheme), which was earlier approved by the Board of Directors on February 1, 2010. Based on the recommendations of the ESOP Committee, 1,83,39,388 equity shares of Tata Capital (Shares) were offered to the Eligible Employees and NEDs of the Company as on March 31, 2012 (including 29,83,301 Shares offered during the year 2011-12). Out of these 1,28,65,475 Shares were acquired by Eligible Employees and NEDs as on March 31, 2012. 14,85,311 Shares were transferred back to the TCL Employee Welfare Trust in accordance with the ESOP Scheme, consequent upon the separation of employees from the Company. During the year 38,87,497 Options for Shares were also granted under the ESOP Scheme to Eligible Employees. Out of these, Options for 80,000 Shares were vested and exercised upto March 31, 2012 while the balance Option are yet to vest in the Eligible Employees.

26.

AUDITORS Messrs. Deloitte Haskins & Sells (DHS), who are the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from DHS to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that, they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956. It is proposed to re-appoint DHS to examine and audit the accounts of the Company for FY 2012-13.

40

27.

GREEN INITIATIVE The Ministry of Corporate Affairs (MCA) has vide Circular Nos.17/2011 and 18/2011 dated April 21 and April 29, 2011, respectively, taken a Green Initiative in Corporate Governance by allowing paperless compliances through electronic mode. As a responsible corporate citizen, the Company proposes to effect electronic delivery of the Annual Report of the Company in lieu of the paper form to Members. A physical copy of the Annual Report will be sent free of cost to those Members who do not provide their email addresses for receiving the same electronically or specifically request for physical copy.

28.

ACKNOWLEDGEMENTS The Directors would like to place on record their gratitude for the valuable guidance and support received from the Reserve Bank of India, Securities and Exchange Board of India and other government and regulatory agencies and to convey their appreciation to Tata Sons Limited (the holding company), the Members, customers, bankers, lenders, vendors and all other business associates for the continuous support given by them to the Company and its subsidiaries. The Directors also place on record their appreciation of all the employees of the Company and its subsidiaries for their commitment, commendable efforts, team work and professionalism.

29.

THE TATA CAPITAL BRAND The Companys endeavour is to build Tata Capital as a brand that stands for Doing whats right for our customers and all stakeholders. Led by financial expertise and a deep understanding of the needs of the customers, the Company and its subsidiaries aim to provide the customers with the right financial solutions. In a short span of time, Tata Capital has achieved high levels of awareness and consideration. Well-articulated customer insights, consistent brand tonality and judicious media spends have been the hallmarks of all Tata Capital campaigns. In FY 2011-12, Tata Capital launched its first product campaign - Tata Capital Home Loans. The national television campaign was supported by a mix of outdoor, print and online media. The campaign was successful and helped generate awareness for Tata Capital and specifically its Home Loans offering. The campaign also received an unprecedented and enthusiastic response from customers and other stakeholders and helped enhance the Companys brand equity. As the Company moves ahead, it plans to continue its efforts, to help build Tata Capital as the Most Admired Financial Solutions Partner.

For and on behalf of the Board of Directors

F K Kavarana Director Mumbai, June 1, 2012

Praveen P Kadle Managing Director

41

Standalone Financial Statements

AUDITORS REPORT
TO THE MEMBERS OF TATA CAPITAL LIMITED 1. We have audited the attached Balance Sheet of TATA CAPITAL LIMITED (the Company) as at March 31, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditors Report) Order, 2003 (CARO/ the Order) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. 4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows: a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; (b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; (c) the Balance Sheet, the 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 financial statements 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 as on March 31, 2012 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 st March, 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 Sanjiv V. Pilgaonkar Partner Membership No. 39826 Mumbai, May 9, 2012
43

Annual Report

2011 - 12

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our report of even date) Having regard to the nature of the Companys business/activities, clause 4(xiii) of CARO is not applicable. 1. In respect of its fixed assets: (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets. (b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification. (c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company. 2. The Company is primarily engaged in investing activities and therefore does not hold any physical inventories. Therefore the provisions of paragraph 4(ii) of the Order are not applicable to the Company. 3. The Company has not granted/taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of sub- clause (a) to (g) of paragraph 4(iii) of the Order, are not applicable to the Company. 4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and sale of goods and services. The activities of the Company do not involve purchases of inventory. During the course of our audit, we have not observed any major weakness in internal controls. 5. To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements, the particulars of which need to be entered into register maintained in Section 301 of the Companies Act, 1956. 6. According to the information and explanations given to us, the Company has not accepted deposits from the public during the period covered by our report. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any court or any other Tribunal in this regard in the case of the Company. 7. In our opinion, the Company has an internal audit system commensurate with the size of the Company and the nature of its business. 8. The Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, for any of the services rendered by the Company. Accordingly, the provisions of paragraph 4(viii) of the Order are not applicable to the Company. 9. (a) According to the information and explanations provided to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, service tax, income tax, cess and other material statutory dues applicable to it and there are no dues payable in respect of Employees State Insurance, Investor Education and Protection Fund, Excise duty, Custom Duty and Sales Tax. (b) There were no undisputed amounts payable in respect of Income-Tax, Wealth Tax were outstanding, as at March 31, 2012 for a period of more than six months from the date they became payable. The due date is calculated from the date of registration received under various statutes.
44

(c) Details of dues of income tax and sales tax which have not been deposited as on March 31, 2012 on account of any dispute are given belowStatute Nature of Dues Sales Tax Income Tax Forum where dispute is pending Tribunal Commercial Taxes CIT (Appeals) Period to which the amount relates 2009-10 2008-09 Amount involved (Rs. in lakhs) 2 145

Sales Tax Laws Income Tax Act

10. The Company does not have accumulated losses. The Company has not incurred cash losses during the year covered by our audit and in the immediately preceding financial year. Therefore, the provisions of paragraph 4 (x) of the Order are not applicable to the Company. 11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and financial institutions. 12. 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 and other securities. Therefore, the provisions of clause 4(xii) of CARO are not applicable to the Company. 13. According to the information and explanations given to us, the Company is not dealing in shares, securities and debentures. Therefore, the provisions of paragraph 4 (xiv) of the Order are not applicable to the Company. 14. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions. 15. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application. 16. In our opinion and according to the information and explanations given to us, and on overall examination of Balance Sheet, we report that the funds amounting to Rs. 85,075 lakhs raised on short term basis have been used during the year for long-term investments. 17. According to the information and explanations given to us, during the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. For this purpose allotment of shares made under the Employees Share Purchase Scheme (ESPS), administered through the ESPS trust has not been considered. 18. According to the information and explanations given to us, during the year, the Company has not issued any secured debentures. Therefore, the provisions of clause 4(xix) of CARO are not applicable to the Company. 19. During the year, the Company has not raised any money by way of a public issue. Accordingly, the provisions of paragraph 4(xx) are not applicable to the Company. 20. To the best of our knowledge and belief 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 Chartered Accountants Registration No: 117366W Sanjiv V. Pilgaonkar Partner Membership No. 39826 Mumbai, May 9, 2012
45

Annual Report

2011 - 12

BALANCE SHEET AS AT MARCH 31, 2012

(Rs. in Lakhs) Note No. I. EQUITY AND LIABILITIES 1. SHAREHOLDERS FUNDS (a) Share Capital (b) Reserves and Surplus 2. SHARE APPLICATION MONEY PENDING ALLOTMENT 3. NON-CURRENT LIABILITIES (a) Long-term borrowings (b) Other Long term liabilities (c) Long-term provisions 4. CURRENT LIABILITIES (a) Short-term borrowings (b) Trade payables (c) Other Current liabilities (d) Short-term provisions TOTAL II. ASSETS 1. NON-CURRENT ASSETS (a) Fixed Assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress (iv) Intangible assets under development (b) Non-current Investments (c) Deferred tax assets (net) (d) Loans and advances - Financing Activity (e) Loans and advances - Others (f) Other non-current assets 2. CURRENT ASSETS (a) Investments (b) Trade receivables (c) Cash and Bank balances (d) Loans and advances - Financing Activity (e) Loans and advances - Others (f) Other current assets TOTAL See accompanying notes forming part of the financial statements As per our report attached
For Deloitte Haskins & Sells Chartered Accountants Sanjiv V. Pilgaonkar Partner

As at March 31, 2012

As at March 31, 2011

2 3

254,238 15,066 -

249,515 14,672 495,722 16,510 1,653 446,905 18,331 453,913 2,451 1,699,672

4 5 6 7 8 9 10

20 83,635 7,123 826 55 360,963

11 123 347,842 13 6,418 5 1,607 3,513 1,407 35 360,963 17,193 7,869 446 259 212,902 1,830 569,544 11,377 9,290 105,280 2,523 2,128 746,715 8,247 4,069 1,699,672

12 13 14 15 16 12 17 18 14 19 20

For and on behalf of the Board of Directors F. K. Kavarana (Director) Hoshang N. Sinor (Director) Ishaat Hussain (Director) Janki Ballabh (Director) F. N. Subedar (Director) Praveen P. Kadle (Managing Director & CEO) Sarita Kamath (Company Secretary)

Mumbai May 9, 2012 46

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2012 (Rs. in Lakhs)
Note No. For the Year Ended March 31, 2012 For the Year Ended March 31, 2011

Revenue from Operations Profit on sale of long term Investments Income from Financing activity Other Income Total Revenue (I + II + III+IV) Expenses : Finance costs Employee benefits expense Other operating expenses Depreciation and amortisation Amortisation of expenses Total expenses VII Profit before exceptional and extraordinary items and tax (V - VI) VIII Exceptional items IX Profit before extraordinary items and tax (VII - VIII) X Extraordinary Items XI Profit before tax (IX - X) XII Tax expense: (1) Current tax (2) Deferred tax (3) MAT credit entitlement Total Tax expense XIII Profit for the year from Continuing Operations (XI - XII) XIV Profit from discontinuing operations XV Tax expense of discontinuing operations XVI Profit/(loss) from discontinuing operations (after tax) (XIV - XV) XVII Profit/(loss) for the year (XIII + XVI) XVIII Earnings per equity share: (1) Basic (in Rupees) (2) Diluted (in Rupees) See accompanying notes forming part of the financial statements As per our report attached
For Deloitte Haskins & Sells Chartered Accountants F. K. Kavarana (Director) Hoshang N. Sinor (Director)

I II III IV V VI

21 22 23

812 14,106 6,287 21,205 4,872 3,121 1,589 33 64 9,679 11,526 11,526 11,526 2,970 (13) (1,073) 1,884 9,642 9,642 0.39 0.38

19,224 527 134,585 8,132 162,468 98,377 14,428 34,643 2,552 2,139 152,139 10,329 10,329 10,329 4,308 (1,116) 3,192 7,137 7,137 0.36 0.33

24 25 26 11 20(a)

For and on behalf of the Board of Directors Ishaat Hussain (Director) Janki Ballabh (Director) F. N. Subedar (Director) Praveen P. Kadle (Managing Director & CEO) Sarita Kamath (Company Secretary)

Sanjiv V. Pilgaonkar Partner

Mumbai May 9, 2012 47

Annual Report

2011 - 12

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2012
(Rs. in Lakhs)
For the Year Ended March 31, 2012
1 CASH FLOW FROM OPERATING ACTIVITIES Profit before taxes Adjustments for : Amortisation of share/debenture issue expenses Depreciation and amortisation (Profit)/Loss on sale of fixed assets Interest Expenses Discounting charges on Commercial Paper Discounting charges on Debentures Interest Income Income from Investments Dividend Income Unrealised exchange gain Provision for leave encashment Provision for diminution in value of Investments Provision against Standard Assets Provision for doubtful loans (Net) Operating Profit before working capital changes Adjustments for : (Increase)/Decrease in Trade receivable (Increase)/Decrease in Loans and advances - Financing Activity (Increase)/Decrease in Investments (Credit Substitutes) (Increase)/Decrease in Loans and advances - Others Increase/(Decrease) in Other Liabilities and Provisions Cash from / (used in) operations Interest Paid Interest Received Dividend Received Taxes paid Net cash used in Operating Activities 2 CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed assets (including Capital Advances) Proceeds from sale of Fixed Assets Investment in Subsidiaries, Associates and Joint Ventures Purchase consideration received as per Scheme of Arrangement Purchase of long-term investments Purchase of Current Investments Purchase of Mutual Funds Proceeeds from sale of Mutual Funds Proceeds from current investments Proceeds from sale of long term investments Income from Investments Net cash from / (used in) Investing Activities CASH FLOW FROM FINANCING ACTIVITIES Proceeds from call on equity shares Loan given to TCL Employees Welfare Trust Collection of Loan given to TCL Employees Welfare Trust Collection of loan given to Employees for ESOP Dividend on Preference Shares Dividend Distribution Tax Share Issue Expenses Debenture Issue/Loan Processing Expenses Net proceeds from short-term borrowings Proceeds from long-term borrowings Repayment of long-term borrowings Net cash from Financing Activities Net increase in cash and cash equivalents CASH AND CASH EQUIVALENTS AS AT THE BEGINNING OF YEAR Less: Cash transferred to Tata Capital Financial Services Limited CASH AND CASH EQUIVALENTS AS AT THE END OF THE YEAR Reconciliation of cash and cash equivalents as above with cash and bank balances Cash and Cash equivalents at the end of the year ADD : RESTRICTED CASH CASH AND CASH EQUIVALENTS AS AT THE END OF THE YEAR See accompanying notes forming part of the financial statements 11,526 64 33 373 4,499 (14,151) (767) (244) 55 1,388 759 (103) 6,605 8,649 (210) 767 1,374 10,580 (126) (272,961) 199,000 30,435 45 (43,607) (56) 107 (1) (8) 36,454 36,496 3,469 2,127 (2,083) 3,513 3,513 3,513

For the Year Ended March 31, 2011

10,329 2,139 2,552 29 82,916 15,254 207 (122,812) (19,728) (43) 94 917 3,690 8,892 (15,564) (1,498) (307,664) (124,224) 345 (2,324) (450,929) (73,920) 128,683 1,335 (4,210) (399,041) (11,361) 183 (22,996) (5,426) (31,416) (10,707,070) 10,709,631 29,953 17,884 (20,618) 40,000 1,452 (1,253) (32) (5) (32) (133) 215,210 339,189 (174,986) 419,410 (249) 2,376 2,127 2,127 1 2,128

As per our report attached

For Deloitte Haskins & Sells Chartered Accountants Sanjiv V. Pilgaonkar Partner Mumbai May 9, 2012 48

For and on behalf of the Board of Directors F. K. Kavarana (Director) Hoshang N. Sinor (Director) Ishaat Hussain (Director) Janki Ballabh (Director) F. N. Subedar (Director) Praveen P. Kadle (Managing Director & CEO) Sarita Kamath (Company Secretary)

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS 1. SIGNIFICANT ACCOUNTING POLICIES i. Basis for preparation of accounts The financial statements have been prepared and presented under the historical cost convention, on the accrual basis of accounting and in accordance with the generally accepted accounting principles and in compliance with the relevant provisions of the Companies Act, 1956. Further, the Company follows the Directions issued by the Reserve Bank of India (RBI) for Core Investment Companies (CIC) and Non-Banking Financial Companies (NBFC) as applicable. ii. Use of Estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities, revenues and expenses and disclosures relating to the contingent liabilities. Management believes that the estimates used in preparation of the financials statements are prudent and reasonable. Future results could differ from these estimates. Any revision to accounting estimates is recognised prospectively in the current and future periods. Examples of such estimates include provisions for doubtful debts and advances, employee benefit plans, provision for income taxes and provision for diminution in the value of investments. iii. Revenue recognition a. Income from Current and Long-term Investments Income from dividend on shares of corporate bodies and units of mutual funds is accounted on accrual basis when the Companys right to receive dividend is established. Interest income on bonds and debentures is accounted on accrual basis. Discount on investments, the difference between the acquisition cost and face value of debt instrument is recognised as interest income over the tenor of the instrument. Redemption premium on investments is recognised as income over the tenor of the investment. b. Income from Advisory Services Fees for financial advisory services are accounted based on stage of completion of assignments, when there is reasonable certainty of its ultimate realisation / collection. c. Income on Loan transactions Income on loan transactions is accounted for by using the internal rate of return method. Consequently, a constant rate of return on net outstanding amount is accrued over the period of the contract, except that no income is recognised on non-performing assets as per the prudential norms for income recognition issued by the RBI for NBFCs. Interest income on such assets is recognised on receipt basis. In respect of non-performing assets acquired from other NBFCs / Banks/ Companies, aggregate collections in excess of the consideration paid on acquisition of the portfolio of assets is treated as income. Upfront / Processing fees collected from the customer for processing loans are primarily towards documentation charges. This is accounted as income when the amount becomes due provided recovery thereof is not uncertain. Dealer subvention income and service charges are collected at the time of inception of the contract. This is accounted over the tenure of the loan in the proportion of interest earned to total interest receivable during the tenure of loan. Income from sale/assignment of loan assets is recognised at the time of sale.
49

Annual Report

2011 - 12

d.

Income from distribution of financial products Revenue from brokerage is recognised when the service is performed. Trail brokerage is recognised at the end of the measurement period when the pre-defined thresholds are met. Revenue is net of taxes and sub-brokerage. Sourcing income is recognised on accrual basis when there is a reasonable certainty of its ultimate realisation.

iv.

Provisions for Standard/Non Performing Assets and Doubtful Debts The Company provides an allowance for loan receivables based on the prudential norms issued by the RBI relating to income recognition, asset classification and provisioning for non-performing assets except for construction equipment, auto and personal loan portfolio where in addition to the provisioning as per RBI norms, the Company also provides for/ writes off the entire receivables, where any of the installments are overdue for a period exceeding 11 months. Provision is calculated after considering value of repossessed stock. In addition the Company provides for Standard Assets as required by the directions issued by the RBI.

v.

Investments Investments are classified into current investments and long-term investments. a. Long-term investments Long-term investments are stated at cost. Provision for diminution is made to recognise a decline, other than temporary, in the value of such investments. Investment in Subsidiaries is classified as Trade Investment. Long term investments made by the Company in equity shares, preference shares or debentures in its subsidiaries, associates or any other entities primarily intended to fulfill its business objective as a Holding Company are classified as trade investments. It is intended to hold these to further the long term interests of the Company and not for the purpose of frequent selling / trading of these investments. b. Current investments Current Investments are stated at the lower of cost or market value.

vi.

Fixed Assets a. Tangible: Fixed Assets are stated at cost less depreciation, which comprises of purchase consideration and other directly attributable costs of bringing the assets to their working condition for the intended use. b. Intangible: Acquired intangible assets are measured at cost less amortisation. Expenses on software support and maintenance are charged to Statement of Profit and Loss during the period in which such costs are incurred.

vii. Depreciation and Amortisation Depreciation on tangible fixed assets is provided on a straight-line basis at the rates and in the manner prescribed in Schedule XIV to the Companies Act, 1956 or over the estimated useful life of the asset, if such useful life is lower than prescribed in Schedule XIV of the Companies Act, 1956. Purchased Software / Software Products are amortised over the period the benefits expected to accrue, while Goodwill is tested for impairment at each Balance sheet date. An impairment loss is recognised if the carrying amount of Goodwill exceeds its recoverable amount. All capital assets with individual value less than Rs 5,000 are depreciated fully in the month in which they are purchased.
50

Depreciation rates/Amortisation rates used by the Company are: Asset Leasehold Improvements Construction Equipment Furniture and Fixtures Computer Equipment Office Equipment Vehicles Depreciation rates/Amortisation rates Lease Period 11.31 percent Higher of 10 percent or rate determined based on period of lease 25 percent to 33.33 percent 10 percent Own Vehicles - 23.75 percent Lease Vehicles - 22.50 percent Software Building Plant & Machinery viii. Lease Leases are classified as operating lease where significant portion of risks and reward of ownership of assets acquired under lease are retained by the lessor. Lease rentals for such leases are charged to Statement of Profit and Loss on a straight-line basis over the lease term. Assets given on operating lease are capitalised at cost. Rentals received or receivable by the Company are recognised in the Statement of Profit and Loss on a straight line basis or systematic basis over the lease term, provided recovery is not uncertain. Assets given under finance lease are recognised as a receivable at an amount equal to the net investment in the lease. Lease rentals are apportioned between principal and interest on the interest rate of return (IRR). The Principal amount received reduces the net investment in the lease and interest is recognised as revenue. ix. Deferred expenditure Share issue expenses is amortised over a period of 36 months from the month in which the Company has incurred the expenditure. Loan processing charges and debenture issue expenses are amortised over the tenor of the loan/ debenture from the month in which the Company has incurred the expenditure. x. Employee Benefits The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. Liability with regard to gratuity fund (defined benefit retirement plan) is accrued based on actuarial valuation using the projected unit credit method conducted as on the balance sheet date. Similarly, the liability for long service awards which accrue to employees over the period of service is also actuarially determined using the projected unit credit method. The Company provides for compensated absences benefit, which is a defined benefit scheme based on actuarial valuation as at the balance sheet date conducted by an independent actuary. Eligible employees are entitled to receive benefits from a provident fund, which is a defined Contribution plan. Aggregate contribution along with interest thereon is paid at retirement, death, incapacitation or termination of employment. Both the employee and the Company make monthly contribution to the Provident Fund Trust equal to a specified percentage of the covered employees salary. The Company also contributes to a government administered pension fund on behalf of its employees. The interest rate payable by the trust to the beneficiaries every year is being notified by the government. The Company has an obligation to make good the shortfall, if any, between the return from the
51

25 percent 4 percent 25 percent

Annual Report

2011 - 12

investments of the trust and the notified interest rate. Such shortfall is charged to Statement of Profit and Loss in the period it is determined. Acturial gains and losses, based on an actuarial determination by the independent acturary annually, are recognised immediately in the Statement of Profit and Loss as income or expense. xi. Employees Share Purchase Scheme As per the Guidance Note on Accounting for Employee Share-based Payments issued by the Institute of Chartered Accountants of India, the Company has adopted intrinsic value method in accounting of the Employee Stock Option offered by the Company. xii. Provisions, Contingent Liabilities and Contingent Assets A provision is recognised when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognised but disclosed in the financial statements. A contingent asset is neither recognised nor disclosed in the financial statements. xiii. Impairment of Assets An asset is treated as impaired when the carrying cost of assets exceeds its recoverable amount. An impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognised in prior accounting periods is reversed if there has been a change in estimate of recoverable amount. xiv. Derivative Transactions Interest Rate Swaps Interest Rate Swaps are marked to market at the period end on portfolio basis. The resulting net loss, if any, on marking such derivative instruments to market is included in the Statement of Profit and Loss. However, net gain, if any, resulting on marking such derivative instruments to market is not recognised in the Statement of Profit and Loss in view of the announcement by the Institute of Chartered Accountants of India (ICAI) which requires the principle of prudence to be followed in accounting for such gains/losses on derivative instruments. xv. Acquisition of Stressed Assets Amounts paid for acquiring non-performing assets from other NBFCs/banks/companies are considered as advances. In accordance with RBI guidelines, such assets are treated as standard for a period of 90 days from the date of purchase. Thereafter, actual collections received on such non-performing assets are compared with cash flows estimated while purchasing the asset to ascertain default. In case of purchase of non-performing assets, the company follows the guidelines of RBI on purchase/ sale of non-performing assets for making provision against assets purchased. xvi. Taxation The Companys income taxes include taxes on the Companys taxable profits, adjustment attributable to earlier periods and changes in deferred taxes. Valuation of all tax liabilities/receivables is conducted at nominal amounts and in accordance with enacted tax regulations and tax rates or those that have been substantively enacted at the balance sheet date. Deferred tax assets are recognised with regard to all deductible timing differences to the extent that it is probable that taxable profit will be available against which deductible timing differences can be utilised. When the Company carries forward unused tax losses and unabsorbed depreciation, deferred tax assets are recognised only to the extent there is virtual certainty backed by convincing evidence that sufficient future taxable income will be available against which deferred tax assets can be realised.
52

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced by the extent that is no longer probable that sufficient taxable profit will be available to allow all or a part of aggregate deferred tax assets to be utilised. xvii. Business segment The companys reportable segments consist of Financing, Investments and Others. Financing consists of asset financing, term loans (corporate and retail), channel financing and bill discounting. Investments consist of corporate investments and treasury activities. Other primarily includes advisory services, wealth management, private equity and distribution of financial products. Revenue and expense directly attributable to segments are reported under each reportable segment. Expenses not directly identifiable to each reportable segment have been allocated to each segment on the basis of associated revenues of each segment. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. xviii. Earnings Per Share The basic earnings per share is computed by dividing the net profit / loss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reporting period. The number of shares used in computing diluted earning per share comprises the weighted average number of shares considered for deriving earnings per share, and also the weighted average number of equity shares, which could have been issued on the conversion of all dilutive potential shares. In computing dilutive earnings per share, only potential equity shares that are dilutive and that reduce profit per share are included.

53

Annual Report

2011 - 12

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 2 SHARE CAPITAL AUTHORISED 4,750,000,000 Equity shares (as at March 31, 2011: 4,750,000,000 shares) of Rs.10 each 2,500,000 Redeemable Non-Cumulative Preference shares (as at March 31, 2011: 2,500,000 shares) of Rs.1,000 each 3,000,000,000 Compulsorily Convertible Preference shares (as at March 31, 2011: 3,000,000,000) of Rs.10 each. ISSUED 2,551,092,570 Equity shares (as at March 31, 2011: 2,551,092,570 shares) of Rs.10 each SUBSCRIBED 2,551,018,170 Equity shares (as at March 31, 2011: 2,551,018,170 shares) of Rs.10 each As at March 31, 2012 (Rs. in Lakhs) As at March 31, 2011

475,000 25,000 300,000 800,000

475,000 25,000 300,000 800,000

255,109 255,109

255,109 255,109

255,102 255,102

255,102 255,102

PAID UP 2,551,018,170 Equity shares (as at March 31, 2011: 2,551,018,170 shares) of Rs.10 each fully paid Less: Loan given to TCL Employees Welfare Trust Less: Loans to Employees Total

255,102 (802) (62) 254,238

255,102 (4,543) (1,044) 249,515

54

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 2 (Continued) 2(a) Reconciliation of number of shares outstanding No. of shares Rs. in Lakhs

Opening Share Capital as on April 01, 2010 Equity Shares Face Value Rs. 10 fully paid up Equity Shares Face Value Rs. 10, paid up Rs. 2 Preference Shares Face Value Rs. 10 fully paid up Additions during the year Equity a) Conversion of Preference Shares into Equity Shares b) Call on partly paid shares Preference a) Conversion of Preference Shares into Equity Shares Closing Share Capital as on March 31, 2011 Equity Shares Face Value Rs. 10 fully paid up Preference Shares Face Value Rs. 10 fully paid up Additions during the year Equity Closing Share Capital as on March 31, 2012 Equity Shares Face Value Rs. 10 fully paid up 2,551,018,170 255,102 2,551,018,170 255,102 (317,587,500) (31,759) 317,587,500 31,759 40,000 1,733,430,670 500,000,000 317,587,500 173,343 10,000 31,759

2(b)

Rights, preferences and restrictions attached to shares Equity Shares: The company has one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

55

Annual Report

2011 - 12

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 2 (Continued)
2(c) Investment by Tata Sons Ltd (Holding company) and Subsidiary/Associate/JV of Tata Sons Ltd. Particulars of issue Opening Balance as on April 1, 2010 a) Call on partly paid shares b) Purchased Closing Balance as on March 31, 2011 a) Purchased Closing Balance as on March 31, 2012 Opening Balance as on April 1, 2010 a) Purchased Closing Balance as on March 31, 2011 a) Purchased Closing Balance as on March 31, 2012 Opening Balance as on April 1, 2010 a) Purchased Closing Balance as on March 31, 2011 a) Purchased Closing Balance as on March 31, 2012 Opening Balance as on April 1, 2010 a) Purchased Closing Balance as on March 31, 2011 a) Purchased Closing Balance as on March 31, 2012 Opening Balance as on April 1, 2010 a) Purchased Closing Balance as on March 31, 2011 a) Purchased Closing Balance as on March 31, 2012 Opening Balance as on April 1, 2010 a) Purchased Closing Balance as on March 31, 2011 a) Purchased Closing Balance as on March 31, 2012 Opening Balance as on April 1, 2010 a) Purchased Closing Balance as on March 31, 2011 a) Purchased Closing Balance as on March 31, 2012 No. of shares 2,105,030,670 196,403,276 2,301,433,946 2,301,433,946 65,000,000 102,888 65,102,888 65,102,888 724,316 724,316 724,316 466,150 466,150 466,150 3,905,624 3,905,624 3,905,624 3,230,859 3,230,859 3,230,859 553,889 553,889 553,889 Rs. in Lakhs 170,503 40,000 19,640 230,143 230,143 6,500 10 6,510 6,510 72 72 72 47 47 47 391 391 391 323 323 323 55 55 55 Name of company Tata Sons Limited (Holding Company)

Tata Investment Corporation Limited (Subsidiary of Tata Sons Ltd.)

Tata Industries Limited (Subsidiary of Tata Sons Ltd.)

Tata International Limited (Subsidiary of Tata Sons Ltd.)

Tata Motors Limited (Associate of Tata Sons Ltd.)

Tata Chemical Limited (Associate of Tata Sons Ltd.)

Tata Global Beverages Limited (Associate of Tata Sons Ltd.)

56

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 2 (Continued) 2(d) List of Shareholders holding more than 5% shares as at Name of Shareholder As at March 31, 2012 No. of % of Shares held Holding 2,301,433,946 90.22 As at March 31, 2011 No. of % of Shares held Holding 2,301,433,946 90.22

Tata Sons Limited and its nominees

2(e)

Details of Shares allotted as fully paid up without payment being received in cash during preceding five years. Financial Year (Aggregate No. of Shares) 2007-08 2008-09 2009-10 2010-11 2011-12

Particulars

Equity Shares: Fully paid up shares issued pursuant to conversion of Preference Shares

NIL

410,000,000

690,000,000

317,587,500

NIL

57

Annual Report

2011 - 12

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 3 RESERVES AND SURPLUS As at April 01, 2011 575 150 10,194 2,927 826 14,672 Addition (Rs. in Lakhs) Deductions As at /Adjustments March 31, 2012 10,194 1,928 12,122 575 1,096 4,855 8,540 15,066

(a) Capital Redemption Reserve (b) Securities Premium Reserve* (c) Debenture Redemption Reserve (d) Special Reserve Account/Statutory Reserve (e) Surplus in Statement of Profit and Loss Total

946 1,928 9,642 12,516

PARTICULARS

As at April 01 2010 575 117 4,484 1,500 826 7,502

Addition

Deductions /Adjustments 7,137 7,137

As at March 31, 2011 575 150 10,194 2,927 826 14,672

(a) Capital Redemption Reserve (b) Securities Premium Reserve* (c) Debenture Redemption Reserve (d) Special Reserve Account/Statutory Reserve (e) Surplus in Statement of Profit and Loss Total

33 5,710 1,427 7,137 14,307

* Securities Premium Reserve PARTICULARS Securities Premium Reserve on issue of Shares Less : Loan given to TCL Employees Welfare Trust Less : Loans to Employees Total Footnote: The amounts appropriated out of the surplus in the statement of profit and loss are as under: As at March 31, 2012 1,268 (160) (12) 1,096

(Rs. in Lakhs) As at March 31, 2011 1,268 (909) (209) 150

Rs. 1,928 lakhs (Previous year: Rs. 1,427 lakhs) to Special Reserve as prescribed by section 45-IC of the Reserve Bank of India Act, 1934, being 20% of the profits after taxes for the year.

58

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 4 LONG-TERM BORROWINGS (a) Bonds/Debentures Secured Privately Placed Non-Convertible Debentures (Refer Note No. 4.1 and 4.5 below) Public issue of Non-Convertible Debentures (Refer Note No. 4.2 and 4.6 below) Unsecured Non-Convertible Subordinated Debentures (Refer Note No. 4.7 below) Non-Convertible Perpetual Debentures (Refer Note No. 4.8 below) (b) Term loans Secured From Banks (Refer Note No. 4.3 below) Unsecured From Banks Deposits Unsecured Inter Corporate Deposit (Refer Note No. 4.3 (d) below) Total As at March 31, 2012 (Rs. in Lakhs) As at March 31, 2011

97,366 16,238

87,309 165

218,929 75,000

(c)

715 495,722

Security: 4.1 Privately Placed Non-Convertible Debentures are secured by charge on the immovable properties, book debts and receivables against unsecured loans, bills discounted and trade advances and to the extent of shortfall in asset by cover of a pari passu charge on the current assets of the Company. 4.2 Non-Convertible Debentures are secured by charge on the immovable properties, book debts and receivables against unsecured loans, bills discounted and trade advances and other current assets of the Company. Loans and advances from banks are secured by pari passu charge on the current assets of the Company. Terms of repayment of term loans and other loans: 4.4 Current year : Nil Previous year a) b) c) d) Loan from banks and others includes Rs. 515,000 Lakhs repayable at maturity ranging between 5 months and 48 months from the date of respective loan. Loan from banks and others include Rs 28,214 Lakhs repayable in equated quarterly instalments beginning from the month subsequent to borrowing. Loan from banks and other includes Rs. 144,250 Lakhs repayable on demand. Inter Corporate deposit of Rs. 715 lakhs repayable in September 2012.

4.3

59

Annual Report

2011 - 12

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 4 (Continued) 4.5 Particulars of Privately Placed Secured Non-Convertible Debentures (NCDs) outstanding as on March 31, 2011. Issue Date Redemption Date Number of NCDs Rs. in Lakhs*

Description of Secured Redeemable Non Convertible Debentures (NCD) TCL NCD W FY 2010-11 TCL NCD T FY 2010-11 TCL NCD S FY 2010-11 TCL NCD G FY 2010-11 TCL NCD L FY 2009-10 TCL NCD P FY 2010-11 TCL NCD M FY 2010-11 TCL NCD J FY 2010-11 TCL NCD I FY 2010-11 TCL NCD R FY 2010-11 TCL NCD H FY 2010-11 TCL NCD Q FY 2010-11 TCL NCD E FY 2010-11 TCL NCD AH FY 2009-10 TCL NCD AI FY 2009-10 TCL NCD AJ FY 2009-10 TCL NCD AE FY 2009-10 TCL NCD AG FY 2009-10 TCL NCD AC FY 2009-10 TCL NCD AA FY 2009-10 TCL NCD X FY 2009-10 TCL NCD V FY 2009-10 TCL NCD T FY 2009-10 TCL NCD O FY 2010-11 TCL NCD N FY 2010-11 TCL NCD N FY 2009-10 TCL NCD B FY 2010-11 TCL NCD V FY 2010-11 TCL NCD U FY 2010-11
60

19-Jan-11 2-Dec-10 19-Nov-10 12-May-10 17-Aug-09 27-Sep-10 23-Aug-10 27-Jul-10 26-Jul-10 15-Nov-10 14-Jun-10 18-Oct-10 3-May-10 22-Feb-10 22-Feb-10 22-Feb-10 27-Jan-10 28-Jan-10 15-Jan-10 7-Dec-09 1-Dec-09 25-Nov-09 20-Nov-09 20-Sep-10 7-Sep-10 3-Sep-09 19-Apr-10 10-Dec-10 9-Dec-10

19-Jan-16 2-Dec-15 19-Nov-15 12-May-15 18-Aug-14 26-Sep-13 23-Aug-13 29-Jul-13 26-Jul-13 26-Jul-13 30-May-13 18-Apr-13 1-Apr-13 22-Feb-13 22-Feb-13 22-Feb-13 28-Jan-13 28-Jan-13 15-Jan-13 7-Dec-12 30-Nov-12 26-Nov-12 20-Nov-12 20-Sep-12 7-Sep-12 3-Sep-12 19-Jul-12 1-Jun-12 21-May-12

440 50 100 250 200 50 300 250 250 100 700 1,500 350 500 500 50 250 250 500 250 250 350 500 250 250 100 200 250 350

4,400 500 1,000 2,500 2,000 500 3,000 2,500 2,500 1,000 7,000 15,000 3,500 5,000 5,000 500 2,500 2,500 5,000 2,500 2,500 3,500 5,000 2,500 2,500 1,000 2,000 2,260 3,500

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 4 (Continued) Description of Secured Redeemable Non Convertible Debentures (NCD) TCL NCD Q FY 2009-10 TCL NCD D FY 2010-11 TCL NCD L FY 2010-11 TCL NCD K FY 2010-11 TCL NCD AD FY 2009-10 TCL NCD C FY 2009-10 TCL NCD AB FY 2009-10 TCL NCD Z FY 2009-10 TCL NCD Y FY 2009-10 TCL NCD W FY 2009-10 TCL NCD U FY 2009-10 TCL NCD F FY 2010-11 TCL NCD A FY 2010-11 TCL NCD C FY 2010-11 TCL NCD AL FY 2009-10 TCL NCD O FY 2009-10 TCL NCD M FY 2009-10 TCL NCD AF FY 2009-10 TCL NCD J FY 2009-10 TCL NCD H FY 2009-10 TCL NCD F FY 2009-10 TCL NCD A FY 2009-10 TCL NCD B FY 2009-10 TCL NCD R FY 2009-10 TCL NCD AK FY 2009-10 TCL NCD AK FY 2009-10 TCL NCD AK FY 2009-10 TCL NCD S FY 2009-10 TOTAL *Net of unamortised discount of Rs. 240 Lakhs. Note : Coupon rate of NCDs outstanding as on March 31, 2011 varies from 7% to 9.5% Issue Date 23-Sep-09 28-Apr-10 16-Aug-10 2-Aug-10 22-Jan-10 17-Jun-09 14-Dec-09 7-Dec-09 4-Dec-09 30-Nov-09 23-Nov-09 17-May-10 12-Apr-10 27-Apr-10 3-Mar-10 2-Sep-09 28-Aug-09 28-Jan-10 27-Jul-09 20-Jul-09 15-Jul-09 17-Jun-09 17-Jun-09 5-Oct-09 24-Feb-10 24-Feb-10 24-Feb-10 26-Oct-09 Redemption Date 23-Apr-12 28-Mar-12 16-Feb-12 2-Feb-12 23-Jan-12 17-Dec-11 14-Dec-11 7-Dec-11 5-Dec-11 30-Nov-11 22-Nov-11 17-Nov-11 20-Sep-11 9-Sep-11 5-Sep-11 2-Sep-11 29-Aug-11 28-Jul-11 27-Jul-11 20-Jul-11 15-Jul-11 17-Jun-11 17-Jun-11 23-May-11 9-May-11 9-May-11 9-May-11 14-Apr-11 Number of NCDs 400 500 500 500 500 1,000 500 250 700 1,000 150 270 500 500 300 500 100 500 250 400 250 1,100 450 250 110 70 150 100 Rs. in Lakhs*

4,000 5,000 5,000 5,000 5,000 10,000 5,000 2,500 7,000 10,000 1,500 2,700 5,000 5,000 3,000 5,000 1,000 5,000 2,500 4,000 2,500 11,000 4,500 2,500 1,100 700 1,500 1,000 211,160

61

Annual Report

2011 - 12

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 4 (Continued) 4.6 Particulars of Public issue of Secured Non-Convertible Debentures outstanding as on March 31, 2011. Description of NCD TCL NCD Option I (2009) TCL NCD Option II (2009) TCL NCD Option III (2009) TCL NCD Option IV (2009) TOTAL Note : Coupon rate of NCDs outstanding as on March 31, 2011 varies from 11% to 12% 4.7 Particulars of Unsecured Redeemable Non Convertible Subordinated Debentures (Tier II Bonds) outstanding as on March 31, 2011. Description of NCD TCL Tier II Bond H FY 2009-10 TCL Tier II Bond G FY 2009-10 TCL Tier II Bond E FY 2009-10 TCL Tier II Bond F FY 2009-10 TCL Tier II Bond C FY 2009-10 TCL Tier II Bond D FY 2009-10 TCL Tier II Bond B FY 2009-10 TCL Tier II Bond A FY 2009-10 TOTAL Issue Date 24-Dec-09 18-Dec-09 15-Dec-09 30-Nov-09 28-Oct-09 28-Oct-09 9-Sept-09 4-Aug-09 Redemption Date 24-Dec-19 18-Dec-19 15-Dec-19 30-Nov-19 28-Oct-19 28-Oct-19 9-Sept-19 4-Aug-19 Coupon Rate 9.95% 9.80% 10% Zero Coupon Bond 10% 10% 10% 11% Number of NCDs 1,000 3,000 5,725 1,135 1,479 1,580 1,704 391 Rs. in Lakhs* 5,000 15,000 28,625 2,439 7,395 7,900 17,040 3,910 87,309 Issue Date 6-Mar-09 6-Mar-09 6-Mar-09 6-Mar-09 Put/Call option Date 5-Mar-12 5-Sep-12 5-Mar-12 5-Mar-12 Redemption Date 5-Mar-14 5-Mar-14 5-Mar-14 5-Mar-14 Number of NCDs 6,165 1,623,793 7,454,572 5,305,135 Rs. in Lakhs 6,165 16,238 74,546 53,051 150,000

*Net of unamortised discount of Rs. 3,236 lakhs 4.8 Particulars of Unsecured Non Convertible Perpetual Debentures outstanding as on March 31, 2011. Issue Date 15-Nov-10 14-Jan-11 Coupon Rate 10.00% 10.00% Number of NCDs 15 18 Rs. in Lakhs 75 90 165 Year Ended March 31, 2011 165 165 0.09% No.

Description of NCD TCL Perpetual A FY 2010-11 TCL Perpetual B FY 2010-11 TOTAL Particulars

Funds Raised through Perpetual Debt Instruments Amount outstanding at the end of period / year Percentage of amount of Perpetual Debt Instruments of the amount of Tier I Capital Financial year in which interest on Perpetual Debt Instruments is not paid on account of Lock-In Clause.
62

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 5 LONG-TERM LIABILITIES (i) Interest accrued but not due on borrowings As at March 31, 2012 (Rs. in Lakhs) As at March 31, 2011 16,288 196 26 16,510

(ii) Income received in advance (iii) Other payables Total

NOTE 6 LONG-TERM PROVISIONS (a) (b) Provision for employee benefits Contingency Provisions against Standard Assets Total As at March 31, 2012 20 20

(Rs. in Lakhs) As at March 31, 2011 45 1,608 1,653

NOTE 7 SHORT TERM BORROWINGS (a) Loans repayable on demand Secured (i) From Banks (1) Working capital loan repayable on demand (Refer Note No. 4.3 above) (2) Bank Overdraft (ii)From Others Unsecured (i) From Banks Working capital loan repayable on demand (Refer Note No. 4.3 above) Deposits Unsecured (i) Inter Corporate Deposit As at March 31, 2012

(Rs. in Lakhs) As at March 31, 2011

129,250 54,343 -

4,200

15,000 4,000

(b)

(c)

Other loans and advances Secured (i) Term Loans From Banks (Refer Note No. 4.3 above) Unsecured (i) Term Loans From Banks (Refer Note No. 4.3 above) (ii)Commercial paper * *(Net of unamortised discount of Rs 4,565 Lakhs ( As at March 31, 2011 Rs 4,388 Lakhs)) Total

79,435

10,000 50,000 184,312

83,635

446,905

7.1. Loans and advances from banks are secured by pari passu charge on the current assets of the Company.
63

Annual Report

2011 - 12

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 8 TRADE PAYABLES (a) (b) Due to Micro, Medium and Small Enterprises (Refer Note below) Others (i) Accrued employee benefit expenses (ii) Accrued expenses (iii) Payable to subsidiary (iv) Others Total As at March 31, 2012 927 270 5,926 7,123 (Rs. in Lakhs) As at March 31, 2011 2,875 3,672 11,784 18,331

Note : On the basis of response received against enquiries made by the Company, the amount of principal outstanding in respect of Micro, Medium and Small Enterprises as at Balance sheet date is Rs Nil (Previous Year Rs Nil) NOTE 9 OTHER CURRENT LIABILITIES (a) Current maturities of long-term debt (i) Bonds/Debentures Secured Privately Placed Non-Convertible Debentures (Refer Note No. 4.1 and 4.5 above) Public issue of Non-Convertible Debentures (Refer Note No. 4.2 and 4.6 above) (ii) Term Loans Secured (i) From Banks (Refer Note No. 4.3 above) (ii) From Others Unsecured (i) From Banks (Refer Note No. 4.3 above) (ii) From Others (Refer Note No. 4.3 above) Current maturities of finance lease obligations Interest accrued but not due on borrowings Income received in advance Unclaimed debenture application money and interest accrued thereon Other payables (i) Security Deposit (ii) Statutory Dues (iii) Payables for capital expenditure (iv) Others Total
64

As at March 31, 2012

(Rs. in Lakhs) As at March 31, 2011

113,794 133,762

163 663 826

104,286 30,000 55,000 4 11,685 1,156 1 3,151 581 481 12 453,913

(b) (c) (d) (e) (f)

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 10 SHORT TERM PROVISIONS (a) (b) Provision for employee benefits Contingency Provisions against Standard Assets Total NOTE 11 FIXED ASSETS
Particulars Opening balance as at April 1, 2011 Gross Block Assets Additions transferred to Tata Capital Financial Services Ltd. Deletions Closing balance as at March 31, 2012 Accumulated depreciation and amortisation Opening Depreciation/ Accumulated balance Amortisation Depreciation as at for transferred April 1, the to 2011 year Tata Capital Financial Services Ltd. Deletions Closing balance as at March 31, 2012

(Rs. in Lakhs) As at March 31, 2012 55 55 As at March 31, 2011 369 2,082 2,451

(Rs. in Lakhs)
Net Carrying Value As at March 31, 2012 As at March 31, 2011

TANGIBLE FIXED ASSETS Building Leasehold Improvements Furniture & Fixtures Computer Equipment Office Equipment Vehicles ASSETS GIVEN UNDER OPERATING LEASE/RENTAL Construction Equipment Vehicles Plant and Equipment TANGIBLE FIXED ASSETS TOTAL INTANGIBLE FIXED ASSETS Goodwill Software INTANGIBLE FIXED ASSETS TOTAL Total Previous financial year Capital work-in-progress Intangible assets under development TOTAL 7,804 210 7,804 210 145 145 7,804 65 6,608 4,004 269 6,608 4,004 269 1,135 687 106 1,135 687 106 5,473 3,317 163 4,904 2,091 643 643 1,191 1,185 4,814 2,091 643 638 1,191 1,064 1 12 2 6 90 4 127 116 658 225 476 241 701 1 32 112 658 225 470 241 638 2 6 5 4 89 85 38 4,788 1,433 418 167 950 484

21,538

21,322

13

221

4,345

33

4,272

98

123

17,193

8,014 29,552 19,463

8,014 29,336 -

13 10,407

8 318

221 29,552

145 4,490 2,044

33 2,552

145 4,417 -

8 106

98 4,490

123 25,062 -

7,869 25,062

446

123

259 25,767

65

Annual Report

2011 - 12

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 12
INVESTMENTS (at Cost) As at March 31, 2012 NonCurrent Investment Current portion of Long Term Investment NonCurrent Investment

(Rs. in Lakhs)
As at March 31, 2011 Current portion of Long Term Investment

Investments in Subsidiaries (Trade) Unquoted : Investment in Equity Shares Investment in Venture Capital Units Investments in Associates / Joint Venture Unquoted : Investment in Equity Shares Investment in Preference Shares Investment in Venture Capital Units Investments in Others Quoted Investment in Equity Shares Investment in Debentures Investment in Government Securities Unquoted Investment in Equity Shares Investment in Preference Shares Investment in Debentures Investment in Bonds Investment in Pass Through Certificates Less: Provision for diminution in value of long term investments Total Long Term Investments CURRENT INVESTMENTS Quoted Investment in Debentures Unquoted Investment in Debentures Investment in Commercial Paper Investment in Pass Through Certificates Investment in Units of Mutual Funds Total Current Investments TOTAL INVESTMENTS Book value of Quoted investments Market value of Quoted investments Book value of Unquoted investments
66

311,295 9,619

41,995 9,520

19,004 1,500 6,315

23,023 1,613 4,050

109 347,842

As at March 31, 2012

23,758 37,575 5,074 21,128 4,000 41,965 1,776 (2,575) 212,902

23,262 2,000 39,825 1,226 66,313 As at March 31, 2011

347,842 109 71 347,733 212,902 63,832 53,514 149,070

4,530 2,500 21,887 10,000 50 38,967 105,280 27,792 30,832 77,488

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 12(Continued) Scrip-wise details of Non-Current Investments as on March 31, 2012. PARTICULARS Face value Per Unit Rs No. of Units (Rs. in Lakhs) As at March 31, 2012 Non- Current Investment

Investments in Subsidiaries (Trade) Unquoted : Investment in Equity Shares Tata Securities Limited TC Travel and Services Limited Tata Capital Housing Finance Limited Tata Capital Pte Limited Tata Cleantech Limited T Sec Commodities Broking Limited T T Holdings & Services Limited Tata Infrastructure Capital Limited Tata Capital Financial Services Limited Investment in Venture Capital Units (Trade) Tata Capital Growth Fund

10 10 10 SGD 1 10 10 10 10 10

3,796,632 25,000,000 233,333,332 32,282,000 2,500,000 1,000,000 10,433,969 549,994 1,297,550,000

11,212 2,500 25,000 10,807 250 100 2,116 55 259,255 311,295 9,619 9,619 320,914

Investments in Associates / Joint Venture Unquoted : Investment in Equity Shares e-Nxt Financials Limited (Company under the same management) (Trade) Hemisphere Properties India Limited Tata Autocomp Systems Limited India Collections Management Private Limited (Trade) Nectar Loyalty Management India Limited (Joint Venture) (Trade) Investment in Preference Shares 8% e-Nxt Financials Limited Cumulative Redeemable Preference Shares (Trade) Investment in Venture Capital Units Tata Capital Innovation Fund Tata Capital Healthcare Fund I Tata Capital Special Situation Fund Investments in Others Quoted : Investment in Equity Shares The Indian Hotels Company Limited Tata Steel Limited Total Non - Current Investments

10 10 10 10 10

1,200,000 25,000 48,307,333 3,037,500 490,000

120 3 18,528 304 49 19,004 1,500 1,500 2,037 1,772 2,506 6,315

10

15,000,000

10 10

12,000 13,500

9 100 109 347,842

67

Annual Report

2011 - 12

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 12 (Continued) Scrip-wise details of Investments as on March 31, 2011. PARTICULARS Face Value Per Unit Rs. No. of Units (Rs. in Lakhs) As at March 31, 2011 NonCurrent Investment Current portion of Long Term Investment

Investment in Subsidiaries (Trade) Unquoted : Investment in Equity Shares Tata Securities Limited Tata Capital Markets Limited TC Travel & Services Limited Tata Capital Housing Finance Limited Tata Capital Pte Limited T Sec Commodities Broking Limited T T Holdings & Services Limited Tata Infrastructure Capital Limited Tata Capital Financial Services Limited Investment in Venture Capital Units Tata Capital Growth Fund 10 10 10 10 SGD 1 10 10 10 10 1,514,024 21,000,000 25,000,000 150,000,000 32,282,000 1,000,000 10,433,969 50,000 2,550,000 9,112 2,100 2,500 15,000 10,807 100 2,116 5 255 41,995 9,520 9,520 51,515 Investments in Associates Unquoted : Investment in Equity Shares e-Nxt Financials Limited (Company under the same management) (Trade) Hemisphere Properties India Limited Tata Autocomp Systems Limited QuikJet Cargo Airlines Private Limited Precision Camshafts Limited India Collections Management Private Limited Investment in Preference Shares 8% e-Nxt Financials Limited Cumulative Redeemable Preference Shares(Trade) 10 10 10 10 100 10 1,200,000 25,000 48,307,333 15,272,727 80,394 3,037,500 120 3 18,528 1,680 2,388 304 23,023 -

10

15,000,000

1,500

68

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 12(Continued) PARTICULARS Face Value Per Unit Rs. No. of Units NonCurrent Investment 113 (Rs. in Lakhs) As at March 31, 2011 Current portion of Long Term Investment -

14.75% QuikJet Cargo Airlines Private Limited Convertible Cumulative Redeemable Preference Shares

10

1,130,921

1,613 Investment in Venture Capital Units Tata Capital Innovation Fund Tata Capital Healthcare Fund I Tata Capital Special Situation Fund 240 1,729 2,081 4,050 Investments in Others Quoted : Investment in Equity Shares The Indian Hotels Company Limited Hindustan Unilever Limited Development Credit Bank Limited Praj Industries Limited Tata Consultancy Services Limited * Standard Chartered PLC - IDR Tata Steel Limited 10 1 10 2 1 10 10 12,000 2,000 6,587,210 13,422,400 200 143,854 13,500 9 5 6,917 16,577 150 100 23,758 Investment in Debentures (Trade) 10% ABK Consultants Private Ltd 10.75% Indiabulls Financial Services Limited 12.50%Deccan Chronicle Holdings Limited 5% Trent Limited 9% STL Fertilizers Ltd. 10.67% Tulip Telecom Limited 1,000,000 1,000,000 10,000,000 1,000,000 1,000,000 1,000,000 67 150 10 100 674 400 1,514 1,000 4,036

670 1,022 6,765 -

69

Annual Report

2011 - 12

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 12(Continued) PARTICULARS Face Value Per Unit Rs. No. of Units NonCurrent Investment (Rs. in Lakhs) As at March 31, 2011 Current portion of Long Term Investment 2,000 2,800 -

8% JSW Techno Projects Magement Limited 11.40% ABG Shipyard Limited 9.50% IVRCL Assets & Holdings Ltd 10.40% Meghmani Organics Limited 12.50% Bilcare Limited 11.80% Elder Pharmaceuticals Limited 11.50% RHC Holding Private Limited - Series 1 11.50% RHC Holding Private Limited - Series B 11.25% Lloyd Electric and Engineering Limited 12.50% Jaiprakash Associates Limited

10,000,000 1,000,000 1,000,000 1,000,000 10,000,000 1,000,000

155 400 400 400 28 150

15,500 4,031 1,940 4,000 1,500

10,000,000

40

4,000

10,000,000 1,000,000 1,000,000

60 200 200

2,000 2,053 37,574

6,005 23,262

Investment in Debentures 6% The Indian Hotels Company Limited 100 1,000 1 1 Investment in Government Securities 6.07% GOI 2014 6.49% GOI 2015 6.90% GOI 2019 7.94% GOI 2021 1,481 499 1,504 1,590 5,074 Unquoted : Investment in Equity Shares H V Axles Limited H V Transmissions Limited Lands End Properties Limited Indo Schottel Auto Parts Private Limited 10 10 10 10 6,750,000 6,000,000 1,990,000 553,242 10,109 6,220 199 2,039 -

70

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 12(Continued) PARTICULARS Face Value Per Unit Rs. No. of Units NonCurrent Investment (Rs. in Lakhs) As at March 31, 2011 Current portion of Long Term Investment -

International Asset Reconstruction Company Private Limited Adithya Automotives Private Limited Aricent Technologies Holdings Limited (formerly Flextronics Software Systems Limited)

10 10 10

10,758,176 1,396,500 8

2421 140 -

21,128 Investment in Preference Shares 12% KCP Limited Cumulative Redeemable Preference Shares 32% Indo Schottel Auto Parts Pvt Limited Optionally Convertible Cumulative Redeemable Preference Shares 10 20,000,000 2,000

10

10,000,000

2,000 4,000

2,000 2,000

Investment in Debentures (Trade) 14% Ind Swiff Laboratories Limited 15% Gangakhed Sugar and Energy Limited 4% Mission Holdings Private Limited 11.15% JBF Industries Limited 11.75% Sky Deck Properties & Developers Pvt. Ltd. 8% IOT Utkal Energy Services Ltd - CCD 13% GVR Infra Projects Limited 10.75% Bajaj Infrastructure Development - Series 1 10.75% Bajaj Infrastructure Development - Series 2 11.25% Bajaj Infrastructure Development - Series B 9% East Coast Constructions and Industries Limited 12.40% Bahadur Chand Investments Private Limited 10,000,000 150 15,000
71

100 10 100 100,000 1,000,000 10 100 1,000,000 1,000,000 1,000,000 1,000

925,000 30,000,000 4,000,000 500 2,500 100,000,000 2,500,000 200 300 250 350,000

465 4,000 500 25,000 10,000 -

460 3,000 2,500 2,000 3,000 2,500 3,500

Annual Report

2011 - 12

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 12(Continued) PARTICULARS Face Value Per Unit Rs. No. of Units NonCurrent Investment (Rs. in Lakhs) As at March 31, 2011 Current portion of Long Term Investment 365 7,500 39,825

14% Khare & Tarkunde Infra Private Limited 10.50% BVM Finance Private Limited

100 50,000,000

365,000 15

39,965

Investment in Debentures 10.90% Tata Motor Finance Limited 500,000 400 2,000 2,000 Investment in Bonds (Trade) Shrinivas Engineering Auto Components Private Limited (Zero Coupon Bond) Investment in Pass Through Certificates (Trade) IIER Trust June 2009 175 1,776 1,776 Less: Provision for diminution in value of long term investments Total CURRENT INVESTMENT Quoted : Investment in Debentures 9.75% Magma Fincorp Limited 10.25% Shriram Commercial Vehicle Finance Limited 1,000,000 1,000,000 200 250 Unquoted : Investment in Debentures 8.40% Deccan Chronicle Holdings Limited 1,000,000 250 2,500 2,500 2,030 2,500 4,530 (2,575) 212,902 66,313 122,890 1,200 1,226 1,226 -

72

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 12(Continued) PARTICULARS Face Value Per Unit Rs. No. of Units (Rs. in Lakhs) As at March 31, 2011 NonCurrent Investment Current portion of Long Term Investment 4,925 1,954 2,955 1,940 2,292 2,380 977 1,969 19,392

Investment in Commercial Paper (Trade) JM Financial Products Private Limited SKS Microfinance Limited India Infoline Limited India Infoline Investment Services Limited SP Fabricators Private Limited First Leasing Company of India Limited Lilliput Kidswear Limited Arch Pharmalabs Limited 500,000 500,000 500,000 500,000 500,000 500,000 500,000 500,000 1,000 400 600 400 500 500 200 400 Investment in Commercial Paper Patel Engineering Limited 500,000 500 Investment in Pass Through Certificates (Trade) CLSS 18 Trust 2010 Series A 100 Investment in Units of Mutual Funds HDFC Debt Fund For Cancer Cure 10 500,000 Total Total Book value of Quoted investments Market value of Quoted investments Book value of Unquoted investments Note : 1) 2) * amount less than Rs. 50,000. All investments are non-trade unless otherwise stated. 212,902 212,902 63,831 53,514 149,071 50 50 36,472 105,280 27,792 30,832 77,488 10,000 10,000 2,495 2,495

73

Annual Report

2011 - 12

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 13 DEFERRED TAX ASSETS Deferred Tax Asset (net) As at March 31, 2012 13 (Rs. in Lakhs) As at March 31, 2011 1,830

13 (a). The major components of deferred tax assets and deferred tax liabilities arising out of timing differences are as under: PARTICULARS Deferred Tax Asset Deferred tax assets on account of provisions for nonperforming assets On Standard Asset Provisioning Employee benefit deferred tax assets On account of Depreciation of Fixed Assets Deferred Tax Liability Deferred tax liabilities on account of depreciation on fixed assets Deferred tax liabilities on account of Debenture issue expenses Net Deferred Tax Asset 13 (82) (876) 1,830 10 3 1,273 1,198 317 As at March 31, 2012 As at March 31, 2011

Please refer to Note No. 27 regarding Scheme of Arrangement with Tata Capital Financial Services Ltd.

74

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 14 LOANS AND ADVANCES - FINANCING ACTIVITY NON-CURRENT (a) Secured Loans (i) Considered good (ii) Considered doubtful Less: Provision for Doubtful loans (b) Unsecured Loans (i) Considered good (ii) Considered doubtful Less: Provision for Doubtful loans (c) Inter Corporate Deposits (Unsecured - considered good) Related Parties 2,250 569,544 51,827 141 51,968 141 51,827 515,467 1,302 516,769 1,302 515,467 As at March 31, 2012 (Rs. in Lakhs) As at March 31, 2011

Total CURRENT (a) Secured Loans (i) Considered good (ii) Considered doubtful

451,765 1,470 453,235 1,470 451,765

Less: Provision for Doubtful loans

(b) Unsecured Loans (i) Considered good (ii) Considered doubtful Less: Provision for Doubtful loans Total Total 294,950 1,012 295,962 1,012 294,950 746,715 1,316,259

75

Annual Report

2011 - 12

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 15 LOANS AND ADVANCES - OTHERS (UNSECURED CONSIDERED GOOD) (a) Capital Advances (b) Security Deposits (c) Others (i) Prepaid Expenses (ii) Advance payment of Income tax, net of provision (iii) MAT Credit Entitlement Total NOTE16 OTHER NON-CURRENT ASSETS (i) Interest Accrued on Investments (ii) Unamortised loan sourcing cost (iii) Deferred Expenditure (to the extent not written off or adjusted) (Refer Note 20(a) below) Total NOTE 17 TRADE RECEIVABLES (a) Over six months (from the date due for payment) (i) Secured, considered good (ii) Unsecured, considered good (iii) Doubtful Less: Provision for doubtful loans (b) Others (i) Secured, considered good (ii) Unsecured, considered good (Refer Note 17(a) below) (iii) Doubtful 85 5,147 1,073 6,418 219 9,491 11,377 (Rs. in Lakhs) As at March 31, 2011 4,965 1,802 2,523 9,290 (Rs. in Lakhs) As at March 31, 2011 2,523 2,523 2,523 2,523 As at March 31, 2012 113 (Rs. in Lakhs) As at March 31, 2011 1,129 538

As at March 31, 2012 5 5

As at March 31, 2012 1,607 1,607

Less: Provision for doubtful loans

1,607

Total

1,607

17(a) Trade receivables includes amount receivable from subsidiaries Rs.1,607 Lakhs (Previous Year Rs 1,360 Lakhs).
76

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 18 CASH AND BANK BALANCES (a) Cash on hand (b) Cheques, drafts on hand (c) Balances with banks In Current accounts In Deposit accounts Total 3,513 3,513 1,358 1 2,128 As at March 31, 2012 (Rs. in Lakhs) As at March 31, 2011 287 482

Of the above, the balances that meet the definition of Cash and Cash equivalents as per AS 3 Cash Flow Statements is Rs. 3,513 Lakhs (Previous year Rs. 2,127 Lakhs) Balances with Banks - other unmarked accounts include Rs. Nil (as at March 2011 Rs. 1 Lakh) which have restriction on repatrination NOTE 19 SHORT TERM LOANS AND ADVANCES (UNSECURED CONSIDERED GOOD) (a) Loans and advances to related parties (b) Security Deposits (c) Others (i) Advances to vendors 19 66 1,248 10 1,407 372 1,020 254 1,157 8,247 (Rs. in Lakhs) As at March 31, 2011 1,900 3,544

As at March 31, 2012 25 39

(ii) Other advances (iii) Share Application Money (pending allotment) (iv) Prepaid Expenses (v) Balances with Government Authorities Total

77

Annual Report

2011 - 12

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 20 OTHER CURRENT ASSETS (a) Interest Accrued but not due on Investments (b) Unamortised Loan Sourcing Cost (c) Deferred Expenditure (to the extent not written off or adjusted) (Refer Note 20(a) below) Total 20(a) Deferred Expenditure (to the extent not written off or adjusted) Particulars As at March 31, 2012 As at March 31, 2012 35 35 (Rs. in Lakhs) As at March 31, 2011 2,228 1,587 254 4,069

(Rs. in Lakhs) As at March 31, 2011

(a) Unamortised Share issue expenses Opening balance Add: Expenses incurred during the year Less: written off during the year Closing balance (b) Unamortised debenture issue expenses Opening balance Less: Transferred from Tata Capital Financial Services Ltd. Add: Expenses incurred during the year Less: Debenture issue expenses reversed pertaining to earlier period Less: written off during the year Closing balance (c) Unamortised loan processing charges Opening balance Less: Transferred from Tata Capital Financial Services Ltd. Add: Expenses incurred during the year Less: written off during the year Closing balance 81 (81) 8 5 3 40 69 102 90 81 2,777 2,601 (2,601) 4,638 31 145 1,923 2,601 95 1 59 37 189 32 126 95

78

NOTES TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012
NOTE 20 (Continued) Particulars As at March 31, 2012 Non-Current (a) Unamortised Share issue expenses (b) Unamortised debenture issue expenses (c) Unamortised loan processing charges Total Grand Total 5 5 Current 32 3 35 40 (Rs. in Lakhs) As at March 31, 2011 Non-Current 37 2,484 2 2,523 Current 58 117 79 254 2,777

79

Annual Report

2011 - 12

NOTES TO AND FORMING PART OF THE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2012
NOTE 21 REVENUE FROM OPERATIONS For the year ended March 31, 2012 767 45 812 (Rs. in Lakhs) For the year ended March 31, 2011 1,335 2,625 14,289 975 19,224

(a) Dividend from Non - Current Investments (b) Profit on sale of Current Investments (c) Interest on Investments (d) Other investment income Total

NOTE 22 INCOME FROM FINANCING ACTIVITY

For the year ended March 31, 2012 -

(Rs. in Lakhs) For the year ended March 31, 2011 90,523 28,265 4,024 11,773 134,585

(a) Interest Income (i) (ii) From Secured Loans From Unsecured Loans

(b) Income from Bill Discounting (c) Others Total

NOTE 23 OTHER INCOME

For the year ended March 31, 2012 5,509 244 534 6,287

(Rs. in Lakhs) For the year ended March 31, 2011 2,910 3,658 43 1,521 8,132

(a) Income from operating leases (b) Income from Advisory services (c) Exchange gains/(losses) (d) Miscellaneous Income Total

NOTE 23 (a) Income in Foreign Currency Income from Advisory services

2011-12 2,537

(Rs. in Lakhs) 2010-11 1,360

80

NOTES TO AND FORMING PART OF THE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2012
NOTE 24 FINANCE COSTS For the year ended March 31, 2012 373 4,499 4,872 (Rs. in Lakhs) For the year ended March 31, 2011 82,256 660 15,254 207 98,377

(a) Interest expense (i) (ii) (iii) (iv) On fixed period loans On others Discounting charges on commercial paper Discounting charges on debentures Total

NOTE 25 EMPLOYEE BENEFITS EXPENSE

For the year ended March 31, 2012 2,947 132 42 3,121

(Rs. in Lakhs) For the year ended March 31, 2011 12,772 909 747 14,428

(a) Salaries, wages and bonus (b) Contribution to provident fund and other funds (c) Staff welfare expenses Total

NOTE 26 OTHER OPERATING EXPENSES (a) Advertisement and publicity (b) Data processing charges (c) Donations (d) Equipment hire charges (e) Incentive / commission/ brokerage (f) Information technology expenses For the year ended March 31, 2012 35 1 181 2 372 20 10,881 (10,881)

(Rs. in Lakhs) For the year ended March 31, 2011 1,579 168 39 398 2,844 1,889 207 1,977 506 416 8,892

(g) Insurance charges (h) Legal and professional fees (i) (j) Loan processing fees Printing and stationery

(k) Provision for doubtful loans (l) Write off - Loans and advances Less : Provision reversal on write off

81

Annual Report

2011 - 12

NOTE 26 (Continued) OTHER OPERATING EXPENSES (m) Contingent Provision against Standard Assets (n) Provision for diminution in value of long term investments (o) Power and fuel (p) Repairs and maintenance (i) Buildings (ii) Annual maintenance charges (iii) Others (q) Rent (r) (t) (v) Rates and taxes Service providers' charges Training and recruitment (s) Stamp charges (u) Security charges (w) Telephone, telex and leased line (x) Travelling and conveyance (y) Membership and subscription (z) Other expenses Total NOTE 26 (a) Auditors Remuneration (excluding Service Tax): Audit Fees Tax Audit Fees Other Services Out of Pocket Expenses (Auditors remuneration is included in other expenses) NOTE 26 (b) Expenditure in Foreign Currency (Subject to deduction of tax wherever applicable) Legal and Professional Fees Membership and Subscription Advertisement and publicity Traveling and conveyance Other expenses 4 4 475 2 14 32 346 90 15 1,589 69 995 50 For the year ended March 31, 2012 -

(Rs. in Lakhs) For the year ended March 31, 2011 3,690 916 472

1,114 2,403 120 242 2,355 189 245 561 1,745 110 1,566 34,643 (Rs. in Lakhs) 2010-11

2011-12 8 1 1 -

70 5 5 1

2011-12 33 51 -

(Rs. in Lakhs) 2010-11 46 8 72 3 9

82

27. Pursuant to the Scheme of Arrangement (Scheme) between Tata Capital Limited (TCL) and Tata Capital Financial Services Limited (TCFSL), TCL has transferred assets, liabilities and reserves relating to its lending business to TCFSL for cash at book value. The Scheme was approved by the Honble High Court of Judicature at Bombay and the date on which the transfer became effective was after the close of business hours on March 27, 2012. As per the approved Scheme, the appointed date of transfer was April 1, 2011. TCFSL paid an amount of Rs.199,000 lakh as consideration to TCL, towards the net assets transferred. The list of Assets, Liabilities & Reserves pertaining to the lending business as on 1st April, 2011 were as follows : Liabilities & Reserves Borrowings Current Liabilities Provisions Debenture Redemption Reserve Total Assets Fixed Assets Investments Deferred Tax Loans and advances Financing Activity Other Current Assets Cash and Cash Equivalents Total Rs. in Lakhs 1,336,787 52,271 4,012 10,194 1,403,264 Rs. in Lakhs 26,749 225,726 1,830 1,317,062 28,813 2,084 1,602,264

Income and expenditure of the Company for the previous year comprises substantially the income and the expenditure of the demerged operations. Therefore, previous years figures are not comparable with those of the current year. The Company has applied to Reserve Bank of India (RBI) for a Core Investment Company (CIC) status on March 29,2012. The approval for the same is awaited from RBI. 28. Contingent Liabilities and Commitments: i. Claims not acknowledged by the Company relating to cases contested by the Company and which are not likely to be devolved on the Company relating to the following areas : (Rs. in Lakhs) Particulars Income Tax (Pending before Appellate authorities in respect of which the Company is in appeal) Andhra Pradesh VAT (Pending before Sales Tax Appellate Tribunal in respect of which the Company is in appeal) As at March 31, 2012 1,054 4 As at March 31, 2011 480 2

ii. Outstanding Letter of Credit amounting to Rs. NIL (as at March 31, 2011: Rs. 5,142 Lakhs) iii. Estimated amount of contracts remaining to be executed on capital account and not povided for Rs. NIL (as at March 31, 2011: Rs. 5,043 Lakhs).
83

Annual Report

2011 - 12

iv. Commitment to invest in Tata Capital Special Situation Fund amounting to Rs. 4,994 lakhs (as at March 31, 2011 : Rs. 5,419 lakhs). v. Commitment to invest in Tata Capital Health Care Fund amounting to Rs. 8,234 lakhs (as at March 31, 2011 : Rs. 8,271 lakhs). vi. Commitment to invest in Tata Capital Growth Fund amounting to Rs. 15,381 lakhs (as at March 31, 2011: Rs. 15,480 lakhs) vii.Commitment to invest in Tata Capital Innovation Fund amounting to Rs. 5,463 lakhs (as at March 31, 2011 : Rs. 7,260 lakhs) 29. Employee Stock Purchase / Option Scheme In March 2010, the Company at its extra ordinary general meeting approved the Tata Capital Limited Employee Stock Purchase/Option Scheme (the ESOP Scheme). Pursuant to this scheme, a trust under the name of TCL Employee Welfare Trust has been constituted to administer the ESOP scheme. The Company issued 63,400,000 Equity Shares of Rs. 10 each at a premium of Rs. 2 per share to the Trust. The Trust shall transfer shares to the employees of the Company & its subsidiaries under the ESOP scheme. The Company had provided finance of Rs. 6,904 lakhs in the FY 2009-10 to the Trust to enable it to finance the Companys shares subscribed for by it. The outstanding balance of loan to the Trust / Employees is Rs. 1,036 lakhs (Previous Year : 6,705 lakhs). Based on the guidance note on Employee Stock Option issued by Institute of Chartered Accountant of India, the Company has adopted intrinsic method of accounting for ESOP. During the year 757,248 Equity Shares (Previous Year: 13,593,538) were allotted to the employees of Company and its subsidiaries. The following is the disclosure as required under the guidance note on Employee Stock Option issued by Institute of Chartered Accountant of India. Sr.No. 1 2 Description Method used for accounting of the employee share-based payment plans If Intrinsic value method is used, impact for the accounting period had the fair value method been used on the following Net Income as reported Add: Intrinsic Value Compensation Cost Less: Fair Value Compensation Cost Adjusted Proforma Income Earning Per Share: Basic As Reported Adjusted Pro Forma Earning Per Share: Diluted As Reported Adjusted Pro Forma 3 Description of each type of employee share-based payment plan that existed at any time during the period including the following 0.38 0.38 0.39 0.39 9,642 1 9,641 Name of scheme Intrinsic value method

84

Total number of options under the plan Vesting Requirements Maximum term of options granted (In Years) Method of settlement 4 Number and weighted average exercise prices of stock options for each of the following groups of options - Outstanding at the beginning of the period - Granted during the period - Forfeited during the period - Exercised during the period - Outstanding at the end of the period and - Exercisable at the end of the period 5 6 7 8 Number of options vested Total number of shares arising as a result of exercise Money realised by exercise of options (Rs.) Employee wise details of options granted to - Senior management personnel - Employees holding 5% or more of the total number of warrants/options granted during the year - Identified employees who were granted warrant/option, during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants/options and conversions) of the Company at the time of grant. 9 For stock options exercised during the period the weighted average share price at the date of exercise. If options were exercised on a regular basis throughout the period, the weighted average share price during the period. (Rs.) For stock options outstanding at the end of the period, the range of exercise prices and weighted average remaining contractual life (vesting period + exercise period). If the range of the exercise prices is wide, the outstanding options should be divided into ranges that are meaningful for assessing the number and timing of additional shares that may be issued and cash that may be received upon exercise of those options. For stock options granted during the period, the weighted average fair value of those

100% immediate vesting 1.00 Equity Settled Number of options Weighted Average Exercise Price (Rs.)

6,756,018 176,994 757,248 5,821,776 2,195,112 757,248 157,983,624 17.77 17.77 17.77 17.77 17.77

2,119,000

Rs. 17.77

10

Range of exercise Prices (Rs.)

Weighted Average Contractual Life (Years)

17.77

1.04

11

85

Annual Report

2011 - 12

options at the grant date and information on how the fair value was measured including the following - Option pricing model used - Inputs to that model including weighted average share price (Rs) exercise price (Rs) expected volatility option life (comprising vesting period + exercise period) expected dividends risk-free interest rate any other inputs to the model including the method used and the assumptions made to incorporate the effects of expected early exercise. - Determination of expected volatility, including explanation to the extent expected volatility was based on historical volatility. - Any other features of the option grant were incorporated into the measurement of the fair value, such AS market conditions. 12 For other instruments granted during the period (I.e., other than stock options) - Number and weighted average fair value of those instruments at the grant date - Fair Value determination in case (a) fair value not measured on the basis of an observable market price (b) whether and how expected dividends were incorporated (c) whether and how any other features were incorporated 13 For employee share-based payment plans that were modified during the period - Explanation of those modifications - Incremental fair value granted (as a result of those modifications) - Information on how Incremental fair value granted was measured, consistently with the requirements set out in points 7 and 8 above. 14 15
86

Black Scholes

17.77 17.77 0.00% 1.04 0.00% 8.35%

NA

NA

No other instruments were granted during the year NA

NA NA NA No modifications were made to the scheme during the year NA NA NA

Total expense recognised for the period for employee share-based payment plans Separate disclosure of that portion of the total

Nil Nil

expense that arises from transactions accounted for as equity-settled employee share-based payment plans 16 For liabilities arising from employee sharebased payment plans - Total carrying amount at the end of the period - TOTAL intrinsic value at the end to the period for which the right of the employee to cash or other assets had vested by the end of the period. 17 Diluted earnings per share (EPS) pursuant to issue of shares on exercise of option. Nil (No cash settled awards given out) NA NA

0.38

30. Employee benefits Defined Contribution Plans These are plans in which the Company pays pre-defined amounts to separate funds and does not have any legal or informal obligation to pay additional sums. The Company offers its employees defined contribution plans in the form of provident fund, family pension fund and superannuation fund. Provident fund and family pension fund cover all regular employees while the contribution to superannuation fund is at the option of the employee. Contributions towards superannuation are paid into a superannuation fund. The superannuation fund is managed by independent agencies while provident fund is managed by a trust fund set by the the Company. While both the employees and the Company pay predetermined contributions into the provident fund, contributions into the family pension fund and the superannuation fund are made by only the Company. The contributions are based on a certain proportion of the employees salary. The Company recognised a charge of Rs. 82 lakhs (Previous year Rs 492 lakhs) for provident fund and family pension fund contribution and Rs 32 lakhs (Previous year Rs. 188 lakhs) for Superannuation contribution, in the Profit and Loss account. Defined Benefits Plans The Company offers its employees defined-benefit plans in the form of a gratuity scheme (a lump sum amount). Benefits under the defined benefit plans are typically based on years of service and the employees compensation (generally immediately before separation). The gratuity scheme covers all regular employees. Commitments are actuarially determined at year-end. These commitments are valued at the present value of the expected future payments, with consideration for calculated future salary increases, using a discount rate corresponding to the interest rate estimated by the actuary having regard to the interest rate on government bonds with a remaining term that is almost equivalent to the average balance working period of employees. Actuarial valuation is done based on Projected Unit Credit method. Gains and losses of changed actuarial assumptions are charged to the Statement of Profit and Loss. Reconciliation of Benefit Obligations and Plan Assets Particulars Change in Defined Benefit Obligation Opening Defined Benefit Obligation Current Service Cost Interest Cost Transfer under the scheme of arrangement (see note No. 27) Actuarial Losses / (Gain) Benefits Paid Closing Defined Benefit Obligation 920 22 12 (777) 10 187 772 142 58 13 68 (133) 920
87

(Rs. in Lakhs) 2011-12 2010-11

Annual Report

2011 - 12

Experience Gain / (Loss) adjusted on plan liability Change in the Fair Value of Assets Opening Fair Value of Plan Assets Acquisition Cost / Transfer in Expected Return on Plan Assets Contributions by Employer Actuarial Gains / (Losses) Benefits paid Closing Fair Value of Plan Assets * Reconciliation of present Value of the obligation and the Fair value of the plan Assets Fair Value of plan assets at the end of the year Present value of the defined obligations at the end of the year Funded status [Surplus / (Deficit)] Unrecognised past service cost Net Asset /(Liability) recognised in the balance sheet Net Gratuity cost for the year ended March 31, 2012 Service Cost Interest on Defined benefit Obligation Expected return on plan assets Net actuarial loss recognised in the year Net Gratuity Cost Particulars Assumptions Discount Rate Expected Rate of Return on Plan Assets Salary Escalation Rate

(13) 919 (776) 11 14 168

(69) 880 13 70 120 (31) (133) 919

187 168 (18) (18)

919 920 (1) (1)

23 12 (11) (6) 18 2011-12

142 58 (70) 99 229 2010-11

8.70% 8.00% p.a

8.25% 8.00% p.a

7.50% p.a 7.50% p.a for first 5 years for first 5 years and 5% thereafter. and 5% thereafter. 2011-12 (13) 14 (187) 168 (19) 2010-11 (69) (31) (920) 919 (1) 2009-10 (91) 56 (772) 880 108 2008-09 (269) (27) (512) 544 32 2007-08 (189) NA (192) 192 -

Experience adjustment - On Plan Liabilities - On Plan Assets Present value of benefit obligation Fair value of Plan Assets Excess of (obligation over plan assets)

* As the Gratuity fund is managed by a life insurance company details of investments are not available with the Company. The estimate of future salary increase, considered in the actuarial valuation, take account of inflation, seniority, promotion, and other relevant factors. The above information is certified by the actuary.
88

The Company expects to contribute approximately Rs 38 lakhs (previous year Rs.128 lakhs) to the gratuity fund in the year ending March 2013. 31. Disclosure as required by Accounting Standard (AS) 18 on Related Party Disclosures notified under the Companies (Accounting Standard) Rules, 2006: i. List of related parties and relationship: Holding Company Subsidiaries Tata Sons Limited Tata Securities Limited Tata Capital Markets Limited (merged with Tata Securities Limited w.e.f. May 16, 2011) Tata Capital Pte. Limited TC Travel and Services Limited Tata Capital Housing Finance Limited T-Sec Commodities Broking Limited TT Holdings & Services Limited Tata Infrastructure Capital Limited Tata Capital Financial Services Limited Tata Cleantech Capital Limited (w.e.f. September 27, 2011) Tata Capital Growth Fund Indirect Subsidiaries Tata Capital Markets Pte. Limited Tata Capital Advisors Pte. Limited Tata Capital Plc Tata Capital General Partners LLP Tata Capital Healthcare General Partners LLP Tata Opportunities General Partners LLP Associates e-Nxt Financials Limited Hemisphere Properties India Limited Tata AutoComp Systems Limited Precision Camshafts Limited Tata Capital Special Situation Fund India Collections Management Pvt. Limited Tata Capital Healthcare Fund Tata Capital Innovation Fund Joint Ventures Fellow Subsidiaries (with which the company had transactions) Nectar Loyalty Management India Limited (w.e.f. March 5, 2012) Tata Sky Limited Tata Teleservices (Maharashtra) Limited Tata Teleservices Limited Tata Consultancy Services Limited Tata AIG General Insurance Company Limited Tata AIG Life Insurance Company Limited
89

Annual Report

2011 - 12

Viom Networks Limited (formerly Wireless TT & Info Services Limited) Tata Housing Development Company Limited Infiniti Retail Limited Tata Advanced Materials Limited Tata Business Support Services Limited Key Management Personnel ii. Transactions with related parties : Sr. No. 1 Party Name Tata Sons Limited Nature of transaction Calls on Partly paid Equity Shares paid during the year Expenditure - Brand Equity Contribution - Other charges Balance Payable 2 Tata Securities Limited ICD given during the year Income - Interest income on ICDs given - Distribution Income Expenses - Brokerage expenses - Rent & Other expenses Purchase of Fixed Assets Purchase of investment Balance Receivable - ICD outstanding - Towards expenses incurred on their behalf - Interest on ICD receivable 3 Tata Capital Markets Limited Expenditure - Professional Services - Others ICD given during the year Income - Interest on ICD - Distribution income Balance Payable 14 32 (2) 50 2 2,200 2,250 368 0# 6 71 3 100 176 4 51 (51) 357 37 (357) 33,800 Mr. Praveen P Kadle (Rs. in Lakhs) 2011-12 2010-11 40,000

90

Sr. No. 4 5

Party Name Tata Capital Pte. Limited TC Travel & Services Limited

Nature of transaction Balance Receivable ICD given during the year Income - Interest on ICD Expenses - Travel related services Balance Receivable

2011-12 2 10,000 50 43 1,046 99 678 2,537 1,479 1,797 677 33 425 709 31

2010-11 47 230 1 570 63 11,000 400 400 108 38 2,116 300 300 2 5 3 2 5 1,729 463 480 9,520 628 632 1,360 1,360 240 427 4 700 180 1,758 30 700 1,215 1,856 688 758
91

Tata Capital Housing Finance Limited

Investment - Equity shares subscribed ICD given during the year ICD repaid during the year Loan Sourcing Expenses Balance Receivable

TT Holdings & Services Limited

Investment - Equity shares subscribed ICD given during the year ICD repaid during the year Income - Interest on ICD

Tata Infrastructure Capital Limited

Investment - Equity shares subscribed Income - Services provided Reimbursement of expenses Balance Receivable

Tata Capital Healthcare Fund Investment in Units of Fund Income - Management Fees & Set-up cost Receivable towards Management Fees

10

Tata Capital Growth Fund

Investment in Units of Fund Income - Management Fees & Set-up cost Receivable towards Management Fees

11 12

Tata Capital Advisors Pte Limited Tata Capital Innovation Fund

Income Receivable Investment in Units of Fund Income - Management Fees Receivable towards Management Fees

13

e-Nxt Financials Limited

ICD / Loan given Income - Interest on ICD / Loan Expenditure - Service providers charges - Other Cost ICD / Loan outstanding Balance Receivable Investment made during the year Income - Management fee Balance Receivable

14

Tata Capital Special Situation Fund

Annual Report

2011 - 12

Sr. No. 15

Party Name Tata Sky Limited

Nature of transaction Invoice discounting during the year Interest received on loan given Invoice discounting - Outstanding

2011-12 250 1,248 49

2010-11 9,308 257 3,640 219 56 1 17,500 1,210 872 194 17,500 1,889 49 109 81 5,000 613 12 38 35 11 90 7 7 (7) 50 6 15 1,000 6 -

16

Tata Teleservices (Maharashtra) Limited

Expenditure - Communication Expenses Income - Interest income on Loan - Lease Rental

17

Tata Teleservices Limited

Loan given during the year Income - Interest income on Loan - Lease Rental Expenditure - Communication Expenses Loan outstanding

18

Tata Consultancy Services Limited

Expenditure - IT outsourcing - Other Expenses Purchase of Fixed Assets Balance Receivable

19

Viom Networks Limited (formerly Wireless TT & Info Services Limited)

Loan given during the year Income - Interest income & Processing Fees - Lease Rental Expenditure - Insurance Expenses Income - Referral Fees Balance Receivable Income - Referral Fees Balance Receivable Expenses - Professional Charges Balance Payable Expenses - Incentive Income - Network usage charges Interest income & Processing Fees Loan given during the year Interest income & Processing Fees Investment in Equity Shares Share application money Investment in Equity Shares

20

Tata AIG General Insurance Co. Limited

21 22 23 24 25

Tata AIG Life Insurance Company Limited Tata Housing Development Company Limited Infiniti Retail Limited Tata Advanced Materials Limited Tata Business Support Services Limited

26 27

Tata Cleantech Capital Limited Nectar Loyalty Management India Limited

92

Sr. No. 28

Party Name Tata Capital Financial Services Limited

Nature of transaction Equity Shares Issued during the year Transfer of Business - Consideration received Reimbursement of Expenses Balance Receivable / (Payable)

2011-12 259,000 199,000 (5,925) 342 -

2010-11 255 5 8 306 132 9

29

Key Management Personnel

Remuneration to KMP* Issue of shares under ESOP scheme Interest on Non-convertible debentures (Including interest on application money) Outstanding Debentures

20

* In view of the inadequacy of profit as computed u/s 349 of the Companies Act, 1956, the managerial remuneration is subject to Shareholders approval. # Amount less than Rs. 50,000/Please refer to Note No. 27 regarding Scheme Arrangement with Tata Capital Financial Services Ltd.

32. The Company avails from time to time non-cancelable long-term leases for office premises including office furniture. The total of future minimum lease payments that the Company is committed to make is: (Rs. in Lakhs) Lease Payments - Within one year - Later than one year and not later than five years - Later than five years As at March 31, 2012 As at March 31, 2011 2,751 7,353 2,549

The amount charged towards lease rentals (as part of Rent expenditure) is Rs. 475 Lakhs (Previous year: Rs. 2,403 Lakhs). The Company has given Assets under non-cancellable operating leases. The total of future minimum lease payments that the company is committed to receive is: (Rs. in Lakhs) Lease Payments - Within one year - Later than one year and not later than five years - Later than five years As at March 31, 2012 As at March 31, 2011 2,130 4,730 -

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Annual Report

2011 - 12

The details of Gross investments, unearned finance income in respect of assets given under finance lease are as under: (Rs. in Lakhs) Particulars Gross Investments: Within one year Later than one year and not later than five years 2011-12 Rs. in Lakhs Nos Rupees Rupees Rs. in lakhs Nos 9,642 217 554 771 81 95 176 136 459 595 2010-11 7,137 2011-12 2010-11

Total Unearned Finance Income: Within one year Later than one year and not later than five years

Total Present Value of Rentals: Within one year Later than one year and not later than five years Total 33. Earnings per Share (EPS): Particulars Profit after tax for Basic EPS Weighted average number of Equity shares used in computing Basic earnings per share Face value of equity shares Basic earnings per share Profit after tax for diluted EPS Weighted Average Number of Equity Shares used in computing Basic earnings per share Add: Potential weighted average number of Equity shares that could arise on conversion of preference shares Add: Potential weighted average number of Equity shares allotted to ESOP Trust Weighted average number of shares in computing Diluted earnings per share Face value of equity shares Diluted earnings per share 34. Financial and Derivative Instrument

2,490,771,217 1,962,054,867 10 0.39 9,642 10 0.36 7,137

2,490,771,217 1,962,054,867

Nos Nos Nos Rupees Rupees

Nil 57,088,187

145,307,158 61,882,865

2,547,859,404 2,169,244,890 10 10 0.38 0.33

Derivative contracts entered into by the Company and outstanding as on March 31, 2012 (Rs. in Lakhs) Particulars Interest Rate Swaps March 31, 2012 March 31, 2011 10,000

In accordance with principles of prudence and other applicable guidelines as per Accounting Standards notified by the Companies Act,1956, the Company has charged an amount of Rs. NIL (Previous Year: Rs. 12 Lakhs) to the Statement of Profit and Loss in respect of derivative contracts outstanding as on March 31, 2012.

94

35. Segment Reporting In accordance with Accounting Standard 17 on Segment Reporting, Company has identified three business segments i.e. Financing Activity, Investment Activity and Others and one Geographical Segment viz. India, as secondary segment. (Rs. in Lakhs) Particulars I Segment Revenue a) Financing Activity b) Investment Activity c) Others Total Less : Inter Segment Revenue Add : Interest on Income Tax Refund Total Income II Segment Results a) Financing Activity b) Investment Activity c) Others (Advisory) Total Less : Unallocated Corporate Expenses Profit before taxation Less : Provision for taxation Profit after taxation Particulars III Segment Assets a) Financing Activity b) Investment Activity c) Others (Advisory) d) Unallocated Total IV Segment Liabilities a) Financing Activity b) Investment Activity c) Others (Advisory) d) Unallocated Total 83,798 1,935 5,924 91,657 1,414,553 13,420 694 8,286 1,436,953
95

For the Year Ended March 31, 2012

For the Year Ended March 31, 2011

14,918 5,753 20,671 534 21,205

150,344 6,902 5,222 162,468 162,468

10,041 1,544 11,585 59 11,526 1,884 9,642 As at March 31, 2012

15,478 3,204 2,252 20,934 10,605 10,329 3,192 7,137 As at March 31, 2011

352,601 2,084 6,238 360,923

1,527,642 97,484 2,848 70,389 1,698,363

Annual Report

2011 - 12

(Rs. in Lakhs) Particulars V Capital Employed a) Financing Activity b) Investment Activity c) Others (Advisory) d) Unallocated Total VI Capital Expenditure (Including Capital Work-In-Progress) a) Financing Activity b) Investment Activity c) Others (Advisory) d) Unallocated Total VII Depreciation and Amortisation a) Financing Activity b) Investment Activity c) Others (Advisory) d) Unallocated Total VIII Significant Non-Cash Expenses Other than Depreciation and Amortisation a) Financing Activity b) Investment Activity c) Others (Advisory) Total 5 5 14,595 916 15,511 33 33 1,850 35 667 2,552 126 126 4,623 6,738 11,361 268,803 149 314 269,266 113,089 84,064 2,154 62,103 261,410 As at March 31, 2012 As at March 31, 2011

36. Details of the Companys interest in its Joint Venture, having Joint Control, as per the requirement of Accounting Standard (AS) - 27 on Financial Reporting of Interests in Joint Venture Sr. No. Particulars Nectar Loyalty Management India Ltd (Incorporated and Registered in India) For the Year Ended March 31, 2012 % Shares Held (a) (b) (c) (d) (e) Assets Liabilities Income Expenses Other Matters - Contingent Liability 49% 733 42 Nil 605 Nil For the Year Ended March 31, 2011 N.A. N.A. N.A. N.A. N.A. N.A.

96

37. Key Ratios Items Capital to Risk Assets Ratio (CRAR) CRAR (%) CRAR Tier I Capital (%) CRAR Tier II Capital (%) Capital Ratio Leverage Ratio As at March 31, 2012 NA NA NA 76.66% 0.31% As at March 31, 2011 17.88% 12.09% 5.79% NA NA

Please Refer to Note No. 27 regarding Scheme of Arrangement with Tata Capital Financial Services Ltd. 38. Exposure to Real Estate Sector Category i) Direct Exposure Residential Mortgages Lending fully secured by mortgages on residential property that is or will be occupied by the borrower or that is rented: - Individual housing loans up to Rs.15 lakh - Individual housing loans above Rs. 15 lakh Commercial Real Estate Lending secured by mortgages on commercial real estates (office buildings, retail space, multipurpose commercial premises, multi-family residential buildings, multi-tenanted commercial premises, industrial or warehouse space, hotels, land acquisition, development and construction, etc). Exposure includes non-fund based (NFB) limits. Investments in Mortgage Backed Securities (MBS) and other securitised exposures 1. Residential 2. Commercial Real Estate ii) Indirect Exposure Fund based and non-fund based exposures on National Housing Bank (NHB) and Housing Finance Companies (HFCs) 25,000 15,000 NIL NIL NIL NIL NIL 842 21,928 77,717 NIL 22,770 2011-12 (Rs. in Lakhs) 2010-11

97

Annual Report

2011 - 12

39. Asset Liability Management Maturity pattern of certain items of Assets and Liabilities (Based on RBI Guidelines) For the year 2011-12 Liabilities Particulars Borrowings from Banks Market Borrowings 57,420 26,215 83,635 (Rs. in Lakhs) Assets Advances Investments

1 day to 30/31 days (One month) Over one month to 2 months Over 2 months upto 3 months Over 3 months to 6 months Over 6 months to 1 year Over 1 year to 3 years Over 3 years to 5 years Over 5 years Total For the year 2010-11

347,842 347,842 (Rs. in Lakhs)

Liabilities Particulars Borrowings from Banks 64,800 55,977 51,471 140,941 123,120 294,789 7,264 2,395 740,757 Market Borrowings 24,930 43,242 86,210 62,651 96,849 226,614 9,900 88,315 638,711

Assets Advances Investments

1 day to 30/31days (One month) Over one month to 2 months Over 2 months upto 3 months Over 3 months to 6 months Over 6 months to 1 year Over 1 year to 3 years Over 3 years to 5 years Over 5 years Total
98

161,336 115,234 109,549 158,809 211,338 439,609 78,639 41,745 1,316,259

3,680 12,825 3,889 32,148 45,589 93,263 19,480 107,308 318,182

40. Disclosure of details as required by Revised Para 13 of Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007, earlier Para 9BB of Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1999. Liabilities Side: Particulars Amount Outstanding 31.03.12 1) Loans and advances availed by NBFC inclusive of interest accrued thereon but not paid a) Debentures: (other than those falling within the meaning of Public deposit) (i) Secured (ii) Unsecured b) Deferred Credits c) Term Loans d) Inter-corporate loans and borrowing e) Commercial Paper f) Other loans (i) Loan from Bank - Working Capital Demand Loan - Overdraft Assets side: Particulars 2) Break up of Loans and Advances including bills receivables (other than those included in (3) below) a) Secured b) Unsecured 3) Break up of Leased Assets and stock on hire and other assets counting towards AFC activities a) Lease assets including lease rentals under sundry debtors: (i) (ii) (i) Financial Lease Operating Lease Assets on hire 9,297 1,366 593,361
99

(Rs. in Lakhs) Amount Overdue 31.03.12 31.03.11

31.03.11

4,200 79,435

384,939 90,788 544,094 4,715 184,312

144,250 54,343

(Rs. in Lakhs) Amount Outstanding 2011-12 2010-11

363,208 349,029

b) Stock on hire including hire charges under sundry debtors (ii) Repossessed assets c) Other loans counting towards Asset Financing Company activities (i) (ii) Loans where assets have been repossessed Other loans

Annual Report

2011 - 12

Particulars

Amount Outstanding 2011-12 2010-11

4) Break up of Investments Current Investments: a) Quoted: Debentures and Bonds b) Unquoted: (i) Debentures and Bonds (ii) Units of Mutual Funds (iii) Others (Commercial Papers & Pass through certificate) Long-Term Investments: a) Quoted: (i) Shares:Equity (Net of provision) (ii) Debentures and Bonds (iii) Government Securities b) Unquoted: (i) Shares: Equity Preference (ii) (v) Debentures and Bonds Others (Pass through certificate, Venture Capital Fund) 330,299 1,500 15,934 86,146 7,613 83,016 15,346 109 21,183 60,837 5,074 2,500 50 31,887 4,530

5) Borrower group-wise classification of assets financed as in (2) and (3) above (Rs. in Lakhs) Amount net of provisions Particulars a) Related Parties (i) Subsidiaries (ii)Companies in the same group (iii)Other related Parties b) Other than related parties TOTAL 968,036 968,036 2,250 21,840 324,936 349,026 2,250 21,840 Secured 2011-12 2010-11 Unsecured 2011-12 2010-11 Total 2011-12 2010-11

- 1,292,972 - 1,317,062

100

6) Investor group-wise classification of all investments (current and long-term) in shares and securities (both quoted and unquoted) (Rs. in Lakhs) Particulars Market Value/Break up or fair value or NAV 2011-12 a) Related Parties 1) Subsidiaries 2) Companies in the same group 3) Other related Parties b) Other than related parties TOTAL Notes: a) Market Value/Break up Value or Fair Value or NAV is taken as same as book value in case of unquoted shares in absence of market value/break up value or fair value or NAV. b) Companies in the same group have been considered to mean companies under the same management as per Section 370(1B) of the Companies Act, 1956. 7) Other Information Particulars a) Gross Non-Performing Assets 1) Related parties 2) Other than related parties b) Net Non-Performing Assets 1) Related parties 2) Other than related parties c) Assets acquired in satisfaction of debt 11,293 1,490 15,216 2011-12 (Rs. in Lakhs) 2010-11 322,859 1,404 7,704 71 332,038 40,808 751 5,413 218,293 265,265 320,914 1,623 25,196 109 347,842 53,244 1,623 24,417 238,998 318,282 2010-11 Book Value (Net of Provisions) 2011-12 2010-11

41. Loans and advances - Financing Activity (Secured) include Rs. Nil (Previous Year : Rs. 1,490 lakhs) being the value of equipment repossessed, necessary provision for which is made. 42. The Revised Schedule VI has become effective from 1 April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous years figures have been regrouped / reclassified wherever necessary to correspond with the current years classification / disclosure.
For and on behalf of the Board of Directors F. K. Kavarana (Director) Hoshang N. Sinor (Director) Mumbai May 9, 2012 Ishaat Hussain (Director) Janki Ballabh (Director) F. N. Subedar (Director) Praveen P. Kadle (Managing Director & CEO) Sarita Kamath (Company Secretary) 101

Consolidated Financial Statements

TO THE MEMBERS OF TATA CAPITAL LIMITED 1. We have audited the attached Consolidated Balance Sheet of TATA CAPITAL LIMITED (the Company), its subsidiaries and jointly controlled entities (the Company, its subsidiaries and jointly controlled entities constitute the Group) as at March 31, 2012, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement of the Group for the year ended on that date, annexed thereto. The Consolidated Financial Statements include investments in associates accounted on the equity method in accordance with Accounting Standard 23 (Accounting for Investments in Associates in Consolidated Financial Statements) and the jointly controlled entities accounted in accordance with Accounting Standard 27 (Financial Reporting of Interests in Joint Ventures) as notified under the Companies (Accounting Standards) Rules, 2006. These financial statements are the responsibility of the Companys Management and have been prepared on the basis of the separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. 2. We conducted our audit in accordance with the auditing 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 misstatement. 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. We did not audit the financial statements of certain subsidiaries whose financial statements reflect total assets of Rs. 19,623 lakhs as at March 31, 2012, total revenues of Rs. 8,488 lakhs and net cash outflows amounting to Rs.1,925 lakhs for the year ended on that date. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts included in respect of these subsidiaries and associates is based solely on the report of other auditors. 4. As stated in note no. 28 and note no. 29 to the financial statements, in respect of certain associates, the Groups share of profits (net) for the year ended March 31, 2012 of Rs. 3,898 lakhs and the investments with carrying amount of Rs. 27,962 lakhs and a joint venture whose financial statements reflect total assets (net) of Rs. 733 lakhs as at March 31, 2012, total revenues of Rs. Nil and net cash inflow amounting to Rs.611 lakhs for the year ended on that date, have been incorporated in the consolidated financial statements based on unaudited financial statements as at / for the year ended March 31, 2012. 5. We report that the consolidated financial statements have been prepared by the Companys Management in accordance with the requirements of Accounting Standard 21 (Consolidated Financial Statements), Accounting Standard 23 (Accounting for Investment in Associates in Consolidated Financial Statements) and Accounting Standard 27 (Financial Reporting of Interests in Joint Ventures) as notified under the Companies (Accounting Standards) Rules, 2006. 6. Based on our audit and on consideration of reports of other auditors on separate financial statements and on the other financial information of the components, and to the best of our information and according to the explanations given to us, subject to the effects of the matter referred to in Paragraph 4 above we are of the opinion that the attached consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: i. in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2012; ii. in the case of Consolidated Statement of Profit and Loss, of the profit of the Group for the year ended on that date; and iii. in the case of Consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date. For DELOITTE HASKINS & SELLS Chartered Accountants Registration No: 117366W Sanjiv V. Pilgaonkar Partner Membership No. 39826 Mumbai, May 9, 2012
103

AUDITORS REPORT

Annual Report

2011 - 12

CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2012

(Rs. in Lakhs) Note No. I. EQUITY AND LIABILITIES 1. Shareholders' funds (a) Share Capital (b) Reserves and Surplus 2. Minority Interest 3. Non-current liabilities (a) Long-term borrowings (b) Long term liabilities (c) Long-term provisions 4. Current liabilities (a) Short-term borrowings (b) Trade payables (c) Current liabilities (d) Short-term provisions TOTAL II. ASSETS 1. Non-Current assets (a) Fixed Assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress (iv) Intangible assets under development (b) Goodwill on consolidation (c) Non-current Investments (d) Deferred tax assets (net) (e) Loans and advances - Financing Activity (f) Loans and advances - Others (g) Other non-current assets 2. Current assets (a) Investments (b) Trade receivables (c) Cash and bank balances (d) Loans and advances - Financing Activity (e) Loans and advances - Others (f) Other current assets TOTAL
See accompanying notes forming part of the financial statements

As at March 31, 2012

As at March 31, 2011

2 3

249,361 36,343 3,074 998,174 8,332 3,468 625,405 32,553 338,753 5,048 2,300,511

248,929 4,578 3,096 669,659 16,510 3,897 465,298 25,827 320,840 466 1,759,100

4 5 6 7 8 9 10

11 24,558 8,755 833 259 5,515 213,176 4,759 1,023,471 8,269 7,998 41,057 8,505 12,750 913,655 12,930 14,022 2,300,511 17,499 8,798 446 259 5,515 174,440 1,891 632,501 13,312 8,922 109,876 5,022 14,961 751,079 8,982 5,596 1,759100

12 13 14 15 16 12 17 18 14 19 20

As per our report attached

For Deloitte Haskins & Sells Chartered Accountants Sanjiv V. Pilgaonkar Partner

For and on behalf of the Board of Directors F. K. Kavarana (Director) Hoshang N. Sinor (Director) Ishaat Hussain (Director) Janki Ballabh (Director) F. N. Subedar (Director) Praveen P. Kadle (Managing Director & CEO) Sarita Kamath (Company Secretary)

Mumbai May 9, 2012 104

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2012
(Rs. in Lakhs) Note No. I II III IV V Financing Income Investment Income Other Income Total Revenue (I + II + III) Expenses : Finance costs Employee benefits expense Other operating expenses Depreciation and amortisation Amortisation of expenses Total expenses VI Profit before exceptional and extraordinary items and tax (IV - V) VII Exceptional items VIII Profit before extraordinary items and tax (VI - VII) IX Extraordinary Items X Profit before tax (VIII - IX) XI Tax expense: (1) Current tax (2) Deferred tax (3) MAT Credit Entitlement (4) Current tax expenses relating to prior years Total Tax expense 21 22 23 For the For the Year Ended Year Ended March 31, 2012 March 31, 2011 205,948 41,415 21,947 269,309 24 25 26 11 156,611 23,354 43,932 3,842 2,038 229,777 138,416 22,365 11,745 172,526 101,032 18,154 42,080 2,664 2,064 165,994

39,532 39,532 39,532 14,896 (2,867) (1,073) 10,956 28,576 109 3,775 32,461 1.30 1.27

6,532 6,532 6,532 4,398 (1,206) (32) 12 3,172 3,360 743 2,549 6,652 0.34 0.31

XII Profit for the year from Continuing Operations (X-XI) XIII Profit / (Loss) from discontinuing operations XIV Tax expense of discontinuing operations XV Profit from discontinuing operations (after tax) (XIII - XIV) XVI Share of Loss of Minority Interest XVII Share of Profit of Associates XVIII Profit for the year (XII + XVI + XVII) XIX Earnings per equity share: (1) Basic (in Rupees) (2) Diluted (in Rupees)
See accompanying notes forming part of the financial statements

As per our report attached

For Deloitte Haskins & Sells Chartered Accountants Sanjiv V. Pilgaonkar Partner

For and on behalf of the Board of Directors F. K. Kavarana (Director) Hoshang N. Sinor (Director) Ishaat Hussain (Director) Janki Ballabh (Director) F. N. Subedar (Director) Praveen P. Kadle (Managing Director & CEO) Sarita Kamath (Company Secretary)

Mumbai May 9, 2012 105

Annual Report

2011 - 12

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2012
(Rs. in Lakhs) For the Year Ended March 31, 2012 1 CASH FLOW FROM OPERATING ACTIVITIES Profit before taxes Adjustments for : Amortisation of share/debenture issue expenses Depreciation and amortisation Liabilities written back (Profit)/Loss on sale of fixed assets Interest Expenses Discounting charges on Commercial Paper Discounting charges on Debentures Interest Income Income from Investments Unrealised exchange gain Provision for leave encashment Provision for diminution in value of Investments Provision against Standard Assets Provision for doubtful loans (Net) Operating Profit before working capital changes Adjustments for : (Increase)/Decrease in Trade Receivables (Increase)/Decrease in Loans and advances - Financing Activity (Increase)/Decrease in Investments (Credit Substitutes) (Increase)/Decrease in Loans and advances - Others Increase/(Decrease) in Other Liabilities and provisions Bank balance in client account Fixed Deposits with Banks placed under lien with stock exchanges for trading margins Cash used in operations Interest paid Interest received Dividend received Taxes paid Net Cash Used In Operating Activities 2 CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed assets (including Capital Advances) Proceeds from sale of Fixed Assets Purchase of long-term investments Purchase of current investments Purchase of Mutual Funds Proceeds from sale of Mutual Funds Proceeds from current investments Proceeds from sale of long-term investments Fixed deposits with banks having maturity over 3 months
106

For the Year Ended March 31, 2011 6,532 2,064 2,664 (46) 29 85,183 15,642 207 (126,178) (22,365) (43) 109 3,871 3,763 8,927 (19,641) (182) (367,821) (124,224) (1,123) 1,900 175 (272) (511,188) (76,187) 132,444 1,493 (4,414) (457,852) (11,427) 140 (15,263) (31,529) (10,724,179) 10,726,321 29,953 27,256 (713)

39,532 2,038 3,842 (166) 125 123,036 30,215 3,360 (209,468) (20,686) (295) 73 1,152 1,997 5,723 (19,521) (3,223) (558,667) 20,577 (2,314) 13,329 (81) 800 (549,100) (113,614) 202,109 1,645 (8,766) (467,726) (7,938) 595 (17,357) (4) (4,420,344) 4,422,309 34,978 7,594 193

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2012
(Rs. in Lakhs) For the Year Ended March 31, 2012 45 20,070 For the Year Ended March 31, 2011 (1,705) (1,146)

Acquisition of subsidiary net of cash of Rs. 414 lakhs Income from Investments Net cash from / (used in) Investing Activities 3 CASH FLOW FROM FINANCING ACTIVITIES Proceeds from call on equity shares Loan given to "TCL Employees Welfare Trust" Collection of Loan given to "TCL Employees Welfare Trust" Loan given to Employees for ESOP Dividend on Preference Shares Dividend Distribution Tax Share issue expenses Debenture Issue/Loan Processing Expenses Net proceeds from short-term borrowings Proceeds from long-term borrowings Repayment of long-term borrowings Net cash from Financing Activities Net increase/(decrease) in cash and cash equivalents
CASH AND CASH EQUIVALENTS AS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AS AT THE END OF THE YEAR ADD : RESTRICTED CASH CASH AND CASH EQUIVALENTS AS AT THE END OF THE YEAR Reconciliation of cash and cash equivalents as above with cash and bank balances Cash and Cash equivalents at the end of the year as per above Add : Deposits with banks and stock exchanges under lien Add : Bank balance in client account Add : Fixed deposits with original maturity over 3 months CASH AND CASH EQUIVALENTS AS AT THE END OF THE YEAR [REFER NOTE NO. 18]

13 506 (1,718) (324) 63,105 601,990 (217,214) 446,357 (1,299)

10,937 9,638 1 9,639

40,000 1,578 (1,378) (32) (5) (80) (272) 222,078 383,495 (180,586) 464,798 5,800
5,136 10,936 1 10,937

9,639 2,153 439 520 12,750

10,937 2,953 358 713 14,961

See accompanying notes forming part of the financial statements As per our report attached
For Deloitte Haskins & Sells Chartered Accountants Sanjiv V. Pilgaonkar Partner For and on behalf of the Board of Directors F. K. Kavarana (Director) Hoshang N. Sinor (Director) Ishaat Hussain (Director) Janki Ballabh (Director) F. N. Subedar (Director) Praveen P. Kadle (Managing Director & CEO) Sarita Kamath (Company Secretary) Mumbai May 9, 2012 107

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SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS 1. SIGNIFICANT ACCOUNTING POLICIES i. Basis of Preparation The Consolidated Financial Statements of Tata Capital Limited (the Company) and its subsidiaries and joint venture (the Company, its subsidiaries and its jointly controlled entity constitute the Group) are prepared under the historical cost convention and in accordance with the requirements of the Companies Act, 1956. ii. Basis for Consolidation The Consolidated Financial Statements comprise the individual financial statements of the Company, its subsidiaries, its jointly controlled entity and associates as on March 31, 2012 and for the period ended on that date. The Consolidated Financial Statements have been prepared on the following basis: a) The financial statements of the Company and its subsidiaries have been consolidated on a line by line basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating intra - group balances and intra - group transactions resulting in unrealised profits or losses as per Accounting Standard (AS) 21 on Consolidated Financial Statements as notified by the Companies (Accounting Standards) Rules, 2006. The financial statements of the jointly controlled entities have been consolidated on a line by line basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating intra-group balances and intra-group transactions resulting in unrealised profits or losses as per Accounting Standard 27 on Financial Reporting of Interests in Joint Ventures as notified by the Companies (Accounting Standards) Rules, 2006 using the proportionate consolidation method. The consolidated financial statements include the share of profit/(loss) of associate companies, which are accounted under the Equity method in accordance with Accounting Standard (AS) 23 on Accounting for Investments in Associates in Consolidated Financial Statements as notified by the Companies (Accounting Standards) Rules, 2006, the share of profit/(loss) of the associate company has been added/deducted to the cost of investment. An Associate is an enterprise in which the investor has significant influence and which is neither a subsidiary nor a jointly controlled entity. The financial statements of the subsidiaries and the associates used in the consolidation are drawn up to the same reporting date as that of the Company, i.e. March 31, 2012. The excess of cost to the Company, of its investment in the subsidiaries and the associates over the Companys portion of equity is recognised in the financial statements as Goodwill and is tested for impairment on an annual basis. The excess of the Companys portion of equity of the subsidiaries and the associates on the acquisition date over its cost of investment is treated as Capital Reserve. In case of a foreign subsidiary, being a non-integral operation, revenue items are consolidated at the average rate prevailing during the year. All assets and liabilities are converted at the rates prevailing at the end of the year. Any exchange difference arising on consolidation is recognised in the foreign currency translation reserve.

b)

c)

d)

e)

f)

g)

108

iii. Use of Estimates The preparation of the financial statements requires the Management of the Group to make estimates and assumptions that affect the reported balances of assets and liabilities, revenues and expenses and disclosures relating to the contingent liabilities. The Management believes that the estimates used in preparation of the financials statements are prudent and reasonable. Future results could differ from these estimates. Any revision to accounting estimates is recognised prospectively in the current and future periods. Estimates include provisions for doubtful debts and advances, employee benefit plans, provision for income taxes and provision for diminution in the value of investments. iv. Revenue recognition a) Income on Loan transactions Income on loan transactions is accounted for by using the internal rate of return method. Consequently, a constant rate of return on net outstanding amount is accrued over the period of the contract, except that no income is recognised on non-performing assets as per the prudential norms for income recognition issued by the RBI/NHB for NBFCs/HFC. Interest income on such assets is recognised on receipt basis. In respect of non-performing assets acquired from other NBFCs / Banks/ Companies, aggregate collections in excess of the consideration paid on acquisition of the portfolio of assets is treated as income. Upfront / processing fees collected from the customer for processing loans are primarily towards documentation charges. These are accounted as income when the amounts become due provided recovery thereof is certain. Dealer subvention income and service charges are collected at the time of inception of the contract. This is accounted over the tenure of the loan in the proportion of interest earned to total interest receivable during the tenure of loan. Income from sale/assignment of loan assets is recognised at the time of sale. b) Income from Current and Long-term Investments Income from dividend on shares of corporate bodies and units of mutual funds is accounted on accrual basis when the Groups right to receive dividend is established. Interest income on bonds and debentures is accounted on an accrual basis evenly over the period of the respective instruments. Discount on investments, i.e. the difference between the acquisition cost and face value of debt instrument is recognised as interest income over the tenor of the instruments. Redemption premium on investments is recognised as income over the tenor of the investment. c) Income from Advisory Services Fees for financial advisory services are accounted based on stage of completion of assignments, when there is reasonable certainty of its ultimate realisation.
109

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Revenue from underwriting commission is recognised on fulfillment of obligation under underwriting arrangements. d) Income from distribution of financial products Revenue from brokerage is recognised when the service is performed. Trail brokerage is recognised at the end of the measurement period when the pre-defined thresholds are met. Revenue is net of taxes and sub-brokerage. Sourcing income is recognised on an accrual basis when there is a reasonable certainty of its ultimate realisation. e) Income from Travel related services Income from services is net of service tax. Revenue is recognised upon rendering the service, the price being determined and collection of the receivable is reasonably certain. v. Provisions for Non Performing Assets and Doubtful Debts The Company provides an allowance for loan receivables based on the prudential norms issued by the Reserve Bank of India (RBI) relating to income recognition, asset classification and provisioning for non-performing assets except for construction equipment, auto and personal loan portfolio where in addition to the provisioning as per the RBI norms, the Company also provides for the entire receivables, where any of the installments are overdue for a period exceeding 11 months. Provision is calculated after considering value of repossessed stock. In case of housing loans, the Group provides an allowance for loan receivables based on prudential norms issued by the National Housing Bank (NHB) relating to income recognition, asset classification and provisioning for non-performing assets. In addition, wherever applicable, the Group provides for Standard Assets as required by the directions issued by the RBI and the NHB. vi. Investments Investments are classified into long-term investments and current investments. a. Long-term investments Long-term investments are stated at cost. Provision for diminution is made to recognise a decline, other than temporary, in the value of such investments. Current investments Current investments are stated at the lower of cost or market value, determined on an individual investment basis.

b.

vii. Fixed Assets a. Tangible: Fixed assets are stated at cost of acquisition including any cost attributable for bringing asset to its working condition, less accumulated depreciation, which comprises of purchase consideration and other directly attributable costs of bringing the assets to their working condition for their intended use.

110

b.

Intangible: Acquired intangible assets other than goodwill are measured at cost less amortisation. Goodwill is stated at cost. Goodwill comprises the portion of a purchase price for an acquisition that exceeds the market value of the identifiable assets, with deductions for liabilities, calculated on the date of acquisition. Expenses on software support and maintenance are charged to Statement of Profit and Loss during the period in which such costs are incurred.

viii. Depreciation and Amortisation Depreciation on tangible fixed assets is provided on a straight-line basis at the rates and in the manner prescribed in Schedule XIV to the Companies Act, 1956 or over the estimated useful life of the asset, if such useful life is lower than prescribed in Schedule XIV of the Companies Act, 1956. Purchased software licenses and capitalised implementation costs are amortised over the period the benefits expected to accrue, while goodwill is tested for impairment at each Balance Sheet date. An impairment loss is recognised if the carrying amount of goodwill exceeds its recoverable amount. All capital assets with individual value less than Rs 5,000 are depreciated fully in the month in which they are purchased. Depreciation rates/amortisation rates used by the Group are: Asset Leasehold Improvements Construction Equipment Furniture and Fixtures Computer Equipment Office Equipment Vehicles Software Licences Building Plant & Machinery BSE trading rights ix. Lease Leases are classified as operating lease where significant portion of risks and reward of ownership of assets acquired under lease are retained by the lessor. Lease rentals for such leases are charged to Statement of Profit and Loss on a straight-line basis over the lease term.
111

Depreciation rates/Amortisation rates Lease Period 11.31 percent Higher of 10 percent or rate determined based on period of lease 25 percent to 33.33 percent 10 percent Owned Vehicles - 23.75 percent Lease Vehicles - 22.50 percent 25 percent 4 percent 25 percent Over a period of 10years

Annual Report

2011 - 12

Assets given on operating lease are capitalised at cost. Rentals received or receivable by the Group are recognised in the Statement of Profit and Loss on a straight line basis or systematic basis over the lease term, provided recovery is certain. Assets given under finance lease are recognised as a receivable at an amount equal to the net investment in the lease. Lease rentals are apportioned between principal and interest on the nterest rate of return. The principal amount received reduces the net investment in the lease and interest is recognised as revenue. x. Deferred revenue expenditure Share issue expenses are amortised over a period of 36 months from the month in which the Company has incurred the expenditure. Loan processing charges and debenture issue expenses are amortised over the tenor of the loan/ debenture from the month in which the Group has incurred the expenditure. xi. Employee Benefits The Group provides for gratuity, a defined benefit retirement plan covering eligible employees. Liability with regard to gratuity fund (defined benefit retirement plan) is accrued based on actuarial valuation conducted as on the Balance Sheet date. Similarly, the liability for long service awards which accrue to employees over the period of service is also actuarially determined using the projected unit credit method. The Group provides for compensated absences benefit, which is a defined benefit scheme based on actuarial valuation as at the Balance Sheet date conducted by an independent actuary. Eligible employees are entitled to receive benefits from a provident fund, which is a defined contribution plan. Aggregate contribution along with interest thereon is paid at retirement, death, incapacitation or termination of employment. Both the employee and the Group make monthly contribution to the Provident Fund Trust equal to a specified percentage of the covered employees salary. The Group also contributes to a government administered pension fund on behalf of its employees. The interest rate payable by the trust to the beneficiaries every year is being notified by the Government. The Group has an obligation to make good the shortfall, if any, between the return from the investments of the trust and the notified interest rate. Such shortfall is charged to Statement of Profit and Loss in the period it is determined. Actuarial gains and losses, based on actuarial determination by the independent actuary carried out annually, are recognised immediately in the Statement of Profit and Loss as income or expense. xii. Employees Share Purchase Scheme The difference between the intrinsic value and the exercise price of shares is charged to the Statement of Profit and Loss. As per the Guidance Note on Accounting for Employee Share-based Payments issued by the Institute of Chartered Accountants of India, the Company has adopted the intrinsic value method in accounting of the Employee Stock Purchase Scheme offered by the Company. xiii. Provisions, Contingent Liabilities and Contingent Assets A provision is recognised when the Group has a present obligation as a result of past event and it
112

is probable that an outflow of resources will be required to settle the obligation, in respect of which reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognised but disclosed in the financial statements. A contingent asset is neither recognised nor disclosed in the financial statements. xiv. Impairment of Assets An asset is treated as impaired when the carrying cost of assets exceeds its recoverable amount. An impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognised in prior accounting periods is reversed if there has been a change in estimate of the recoverable amount. xv. Derivative Transactions Interest Rate Swaps Interest Rate Swaps are marked to market at the period end on a portfolio basis. The resulting net loss, if any, on marking such derivative instruments to market is included in the Statement of Profit and Loss. However, net gain, if any, resulting on marking such derivative instruments to market is not recognised in the Statement of Profit and Loss in view of the announcement by the Institute of Chartered Accountants of India (ICAI) which requires the principal of prudence to be followed in accounting for such gains/losses on derivative instruments. xvi. Acquisition of Stressed Assets Amounts paid for acquiring non-performing assets from other NBFCs/banks/companies are considered as advances. In accordance with the RBI guidelines, such assets are treated as standard for a period of 90 days from the date of purchase. Thereafter, actual collections received on such non-performing assets are compared with cash flows estimated while purchasing the asset to ascertain default. In case of purchase of non-performing assets, the Group follows the guidelines of the RBI on purchase/sale of non-performing assets for making provision against assets purchased. xvii. Taxation The Groups income taxes include taxes on the Groups taxable profits, adjustment attributable to earlier periods and changes in deferred taxes. Valuation of all tax liabilities/receivables is conducted at nominal amounts and in accordance with enacted tax regulations and tax rates or in the case of deferred taxes those that have been substantively enacted at the balance sheet date. Deferred tax assets are recognised with regard to all deductible timing differences to the extent that it is probable that taxable profit will be available against which deductible timing differences can be utilised. When the Group carries forward unused tax losses and unabsorbed depreciation, deferred tax assets are recognised only to the extent there is virtual certainty backed by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. The carrying amount of deferred tax assets is reviewed at each Balance Sheet date and reduced by the extent that is no longer probable that sufficient taxable profit will be available to allow all or a part of aggregate deferred tax assets to be utilised.
113

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xviii. Business segment The Groups reportable segments consist of Financing, Investments and Others. Financing consists of asset financing, term loans (corporate and retail), channel financing and bill discounting. Investments consist of corporate investments and treasury activities. Others primarily include advisory services, wealth management, private equity, travel and tourist related services and distribution of financial products. Revenue and expense directly attributable to segments are reported under each reportable segment. Expenses not directly identifiable to the reportable segment have been allocated to each segment on the basis of associated revenues of each segment. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. xix. Earnings Per Share The basic earnings per share is computed by dividing the net profit / loss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reporting period. The number of shares used in computing diluted earning per share comprises the weighted average number of shares considered for deriving earnings per share, and also the weighted average number of equity shares, which could have been issued on the conversion of all dilutive potential shares. In computing dilutive earnings per share, only potential equity shares that are dilutive and that reduce profit per share are included.

114

NOTES TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2012
NOTE 2 SHARE CAPITAL As at March 31, 2012 (Rs. in Lakhs) As at March 31, 2011

AUTHORISED 4,750,000,000 Equity shares (as at March 31, 2011: 4,750,000,000 shares) of Rs.10 each 2,500,000 Redeemable Non-Cumulative Preference shares (as at March 31, 2011: 2,500,000 shares) of Rs.1,000 each 3,000,000,000 Compulsorily Convertible Preference shares (as at March 31, 2011: 3,000,000,000) of Rs. 10 each.

475,000

475,000

25,000

25,000

300,000 800,000

300,000 800,000

ISSUED 2,551,092,570 Equity shares (as at March 31, 2011: 2,551,092,570 shares) of Rs.10 each

255,109 255,109

255,109 255,109

SUBSCRIBED 2,551,018,170 Equity shares (as at March 31, 2011: 2,551,018,170 shares) of Rs.10 each

255,102 255,102

255,102 255,102

PAID UP 2,551,018,170 Equity shares (as at March 31, 2011: 2,551,018,170 shares) of Rs.10 each fully paid Less: Loan given to "TCL Employees Welfare Trust" Less: Loans to Employees Total

255,102 (5,012) (729) 249,361

255,102 (5,025) (1,148) 248,929

115

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NOTES TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2012
NOTE 2 (continued) 2(a) Reconciliation of number of shares outstanding Opening Share Capital as on April 01, 2010 Equity Shares Face Value Rs. 10 fully paid up Equity Shares Face Value Rs. 10 paid up Rs. 2 Preference Shares Face Value Rs. 10 fully paid up Additions during the year Equity a) Conversion of Preference Shares b) Call on partly paid Equity Shares Preference a) Conversion of Preference Shares Closing Share Capital as on March 31, 2011 Equity Shares Face Value Rs. 10 fully paid up Preference Shares Additions during the year Equity Preference Closing Share Capital as on March 31, 2012 Equity Shares Face Value Rs. 10 fully paid up No. of Shares Rs. in Lakhs

1,733,430,670 500,000,000 317,587,500

173,343 10,000 31,759

317,587,500 (317,587,500)

31,759 40,000 (31,759)

2,551,018,170 -

255,102 -

2,551,018,170

255,102

2(b)

Rights, preferences and restrictions attached to shares Equity Shares: The Company has one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

116

NOTES TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2012
2(c) Investment by Tata Sons Ltd (Holding company) and Subsidiary/Associate/JV of Tata Sons Ltd. Name of company Tata Sons Limited (Holding Company) Particulars of issue Opening Balance as on April 1, 2010 a) Call on partly paid equity shares b) Purchased Closing Balance as on March 31, 2011 Closing Balance as on March 31, 2012 Tata Investment Corporation Ltd (Subsidiary of Tata Sons Ltd.) Opening Balance as on April 1, 2010 a) Purchased Closing Balance as on March 31, 2011 Closing Balance as on March 31, 2012 Tata Industries Limited (Subsidiary of Tata Sons Ltd.) Opening Balance as on April 1, 2010 a) Purchased Closing Balance as on March 31, 2011 Closing Balance as on March 31, 2012 Tata International Limited (Subsidiary of Tata Sons Ltd.) Opening Balance as on April 1, 2010 a) Purchased Closing Balance as on March 31, 2011 Closing Balance as on March 31, 2012 Tata Motors Limited (Associate of Tata Sons Ltd.) Opening Balance as on April 1, 2010 a) Purchased Closing Balance as on March 31, 2011 Closing Balance as on March 31, 2012 Tata Chemical Limited (Associate of Tata Sons Ltd.) Opening Balance as on April 1, 2010 a) Purchased Closing Balance as on March 31, 2011 Closing Balance as on March 31, 2012 Tata Global Beverages Limited (Associate of Tata Sons Ltd.) Opening Balance as on April 1, 2010 a) Purchased Closing Balance as on March 31, 2011 Closing Balance as on March 31, 2012 No. of shares Rs. in Lakhs 2,105,030,670 196,403,276 2,301,433,946 2,301,433,946 65,000,000 102,888 65,102,888 65,102,888 724,316 724,316 724,316 466,150 466,150 466,150 3,905,624 3,905,624 3,905,624 3,230,859 3,230,859 3,230,859 553,889 553,889 553,889 170,503 40,000 19,640 230,143 230,143 6,500 10 6,510 6,510 72 72 72 47 47 47 391 391 391 323 323 323 55 55 55

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NOTES TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2012
2(d) List of Shareholders holding more than 5% shares as at Name of Shareholder As at March 31, 2012 No. of Shares held Tata Sons Limited and its nominees 2,301,433,946 % of Holding 90.22 As at March 31, 2011 No. of Shares held 2,301,433,946 % of Holding 90.22

2(e) Details of Shares allotted as fully paid up without payment being received in cash during preceding five years. Particulars 2007-08 Equity Shares: Fully paid up shares issued pursuant to conversion of Preference Shares Financial Year (Aggregate No. of Shares) 2008-09 2009-10 2010-11 2011-12

NIL

410,000,000 690,000,000

317,587,500

NIL

NOTE 3 RESERVES AND SURPLUS As at April 1, 2011 575 33 10,193 (708) 2,959 (8,474) 4,578 Additions

(Rs. in Lakhs) Deductions/ As at Adjustments March 31, 2012 783 18,961 19,744 575 120 23,693 (1,491) 8,420 5,025 36,343

(a) Capital Redemption Reserve (b) Securities Premium Reserve (c) Debenture Redemption Reserve (d) Foreign Currency Translation Reserve (e) Special Reserve Account/Statutory Reserve (f) Surplus in Statement of Profit and Loss Total

87 13,500 5,461 32,461 51,509

118

NOTES TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2012
(Rs. in Lakhs) RESERVES AND SURPLUS As at April 1, 2010 575 4,483 (716) 1,500 (7,957) (2,115) Additions Deductions/ As at Adjustments March 31, 2011 7,169 7,169 575 33 10,193 (708) 2,959 (8,474) 4,578

(a) Capital Redemption Reserve (b) Securities Premium Reserve (c) Debenture Redemption Reserve (d) Foreign Currency Translation Reserve (e) Special Reserve Account/Statutory Reserve (f) Surplus in Statement of Profit and Loss Total

33 5,710 8 1,459 6,652 13,682

The amounts appropriated out of the surplus in the Statement of Profit and Loss are as under: a) Rs. 5,461 Lakhs (Previous year: Rs. 1,459 Lakhs) to Special Reserve as prescribed by section 45-IC of the Reserve Bank of India Act, 1934, being 20% of the profits after taxes for the year. b) Rs. 13,500 Lakhs (Previous Year: Rs. 5,710 Lakhs) to Debenture Redemption Reserve, being the balance profit available. NOTE 4 LONG-TERM BORROWINGS As at March 31, 2012 (Rs. in Lakhs) As at March 31, 2011

(a) Bonds/Debentures Secured Privately Placed Non-Convertible Debentures Public issue of Non-Convertible Debentures Unsecured Non-Convertible Subordinated Debentures Non-Convertible Perpetual Debentures (b) Term loans Secured (i) From Banks (ii) From Others Unsecured (i) From Banks (ii) From Others (c) Deposits Unsecured Inter Corporate Deposit Total

242,650 99,890

97,366 150,000

96,080 645

87,309 165

482,667 1,242

259,104 -

75,000 -

75,000 -

998,174

715 669,659
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NOTES TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2012
NOTE 5 LONG-TERM LIABILITIES As at March 31, 2012 7,992 340 8,332 (Rs. in Lakhs) As at March 31, 2011 16,288 196 26 16,510 (Rs. in Lakhs) As at March 31, 2012 171 3,297 3,468 As at March 31, 2011 136 3,761 3,897

(i) Interest accrued but not due on borrowings (ii) Income received in advance (iii) Other payables Total NOTE 6 LONG-TERM PROVISIONS

(a) Provision for employee benefits (b) Contingency Provisions against Standard Assets Total

NOTE 7 SHORT-TERM BORROWINGS As at March 31, 2012

(Rs. in Lakhs) As at March 31, 2011

(a) Loans repayable on demand Secured (i) From Banks (1) Working capital demand loan (2) Bank Overdraft (ii) From Others Unsecured (i) From Banks Working capital demand loan (b) Deposits Unsecured Inter Corporate Deposits (c) Other loans and advances Secured Term Loans From Banks Unsecured (i) Term Loans From Banks (ii) Commercial paper* *(Net of unamortised discount of Rs. 10,330 lakhs (As at March 31, 2011 Rs. 4,528 lakhs) Total
120

157,717 131,369 -

133,181 59,507 600

4,600

15,000

4,915

4,000

9,333 317,470

11,338 50,000 191,672

625,405

465,298

NOTES TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2012
NOTE 8 TRADE PAYABLES As at March 31, 2012 4,255 8,233 20,065 32,553 (Rs. in Lakhs) As at March 31, 2011 3,255 3,992 18,580 25,827

(i) Accrued employee benefit expenses (ii) Accrued expenses (iii) Others Total

NOTE 9 CURRENT LIABILITIES As at March 31, 2012

(Rs. in Lakhs) As at March 31, 2011

(a) Current maturities of long-term debt (i) Bonds/Debentures Secured Privately Placed Non-Convertible Debentures Public issue of Non-Convertible Debentures (ii) Term Loans Secured (i) From Banks (ii) From Others Unsecured (i) From Banks (ii) From Others (b) Current maturities of finance lease obligations (c) Interest accrued but not due on borrowings (d) Income received in advance (e) Unclaimed debenture application money and interest accrued thereon (f) Other payables (i) Security Deposit (ii) Statutory Dues (iii) Payables for capital expenditure (iv) Advances from Customers (v) Others Total 3,811 553 3,659 2,748 911 338,753 3,212 626 481 534 320,840

61,493 94,648

113,794 -

139,612 161 29,406 1,750 1

104,286 30,000 55,000 4 11,689 1,213 1

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NOTES TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2012
NOTE 10 SHORT-TERM PROVISIONS As at March 31, 2012 464 2,503 2,081 5,048 (Rs. in Lakhs) As at March 31, 2011 385 2 79 466

(a) Provision for employee benefits (b) Provision - Others (i) Contingent Provisions against Standard Assets (ii) Provision for tax, net of advance tax Total

122

NOTES TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2012
NOTE 11 FIXED ASSETS
Particulars Gross Block
Opening Additions balance as at April 1, 2011
TANGIBLE FIXED ASSETS Buildings Leasehold Improvements Furniture & Fixtures Computer Office Equipment 5,011 1 5,010 125 199 324 4,686 4,892

(Rs. in Lakhs)
Accumulated depreciation and amortisation
Closing balance as at March 31, 2012 Opening balance as at April 1, 2011 Depreciation/ amortisation for the year Deletions

Net Carring Value

As at March 31, 2011

Deletions

Closing As at balance March 31, as at 2012 March 31, 2012

2,146 721 832 1,304 1,316

1,317 46 131 277 234

93 30 81 30 620

3,370 736 883 1,551 930

697 271 633 289 772

518 77 140 147 316

30 13 78 9 534

1,185 335 695 427 554

2,185 401 188 1,124 376

1,448 449 206 1,011 545

Equipment

Vehicles ASSETS GIVEN UNDER OPERATING LEASE / RENTAL Construction Equipment Vehicles Plant & Machinery TANGIBLE FIXED ASSETS - TOTAL INTANGIBLE FIXED ASSETS Goodwill Software Trading Rights in BSE INTANGIBLE FIXED ASSETS - TOTAL Total Previous financial year Capital work-inprogress Intangible assets under development TOTAL

6,608 4,002 269

4,889 3,888 753

730 -

11 , 4 9 7 7,160 1,022

1,135 687 106

819 1,442 92

201 -

1,954 1,928 198

9,543 5,232 824

5,474 3,311 163

22,210

11,533

1,584

32,159

4,714

3,751

865

7,601

24,558

17,499

8,714 276 228

44 -

8,714 320 228

188 228

91 -

279 228

8,714 41 -

8,714 84 -

9,218 31,428

44 11,578

1,584

9,262 41,421

416 5,131

91 3,842

865

507 8,108

8,755 33,313

8,798 26,297

21,090

10,545

207

31,428

2,505

2,664

38

5,131

833

446

259 34,405

259 27,002

123

Annual Report

2011 - 12

NOTES TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2012
NOTE 12 INVESTMENTS (at cost) Ast at March 31, 2012 Non Current Investment Current Non Current portion of Investment Long-Term Investment (Rs. in Lakhs) Ast at March 31, 2011 Current portion of Long Term Investment

LONG TERM INVESTMENTS Investment in Associates Unquoted : Investment in Equity Shares Investment in Preference Shares Investment in Venture Capital Units Investment in Others Quoted : Investment in Equity Shares Investment in Debentures Investment in Government Securities Unquoted : Investment in Equity Shares Investment in Preference Shares Investment in Debentures Investment in Bonds Investment in Pass Through Certificates Less: Provision for diminution in value of investments Total Long-Term Investments CURRENT INVESTMENTS Quoted : Investment in Debentures Unquoted : Investment in Debentures Investment in Commercial Paper Investment in Units of Mutual Funds Investment in Pass Through Certificates Less: Provision for diminution in value of investments Total Current Investments TOTAL INVESTMENTS Book value of Quoted investments Market value of Quoted investments Book value of Unquoted investments

28,096 2,087 4,867

24,065 978 3,382

30,757 64,423 5,074 8,814 9,164 67,010 (7,118) 213,176

7,357 2,039 2,000 1,320 1,226 13,942 As at March 31, 2012 20,358 6,799 54 (96) 27,115

30,758 44,364 5,074 21,128 6,480 41,965 1,776 (5,530) 174,440

23,263 4,000 39,825 1,226 68,314 As at March 31, 2011 4,530 2,500 21,887 2,645 10,000 41,562

213,176 94,053 86,895 119,123

41,057 27,715 23,971 13,342

174,440 74,666 63,026 99,774

109,876 27,793 30,832 82,083

124

NOTE 13 DEFERRED TAX ASSETS

As at March 31, 2012 4,759

(Rs. in Lakhs)
As at March 31, 2011 1,891

Deferred Tax Assets (net)

13(a) The major components of deferred tax assets and deferred tax liabilities arising out of timing differences are as under: (Rs. in Lakhs)
PARTICULARS As at March 31, 2012 2,189 1,870 33 1,227 (301) (259) 4,759 As at March 31, 2011 1,274 1,222 3 402 (81) (876) (53) 1,891

Deferred Tax Assets Deferred tax assets on account of provisions for non-performing assets On Standard Asset Provisioning On depreciation on fixed assets Other deferred tax assets Deferred Tax Liabilities Deferred tax liabilities on account of depreciation on fixed assets Deferred tax liabilities on account of Debenture issue expenses Other deferred tax liability Net Deferred Tax Assets

NOTE 14
LOANS AND ADVANCES - FINANCING ACTIVITY As at March 31, 2012

(Rs. in Lakhs)
As at March 31, 2011

NON-CURRENT (a) Secured Loans (i) Considered good (ii) Considered doubtful Less: Provision for doubtful loans (b) Unsecured Loans (i) Considered good (ii) Considered doubtful Less: Provision for doubtful loans TOTAL CURRENT (a) Secured Loans (i) Considered good (ii) Considered doubtful Less: Provision for doubtful loans (b) Unsecured Loans (i) Considered good (ii) Considered doubtful Less: Provision for doubtful loans TOTAL TOTAL - LOANS AND ADVANCES - FINANCING ACTIVITY

956,629 2,448 959,077 2,448 956,629 66,842 105 66,947 105 66,842 1,023,471

581,684 1,304 582,988 1,304 581,684 50,817 141 50,958 141 50,817 632,501

516,191 1,778 517,969 1,778 516,191 397,464 2,015 399,479 2,015 397,464 913,655 1,937,126

455,117 1,470 456,587 1,470 455,117 295,962 1,012 296,974 1,012 295,962 751,079 1,383,580 125

Annual Report

2011 - 12

SCHEDULES TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2012
NOTE 15 LOANS AND ADVANCES - OTHERS (UNSECURED - CONSIDERED GOOD)
(a) Capital Advances (b) Security Deposits (c) Others (i) Prepaid Expenses (ii) Advance payment of Income tax, net of provision (iii) MAT Credit Entitlement Total 392 6,042 1,073 8,269 226 10,138 32 13,312 As at March 31, 2012 263 500

(Rs. in Lakhs)
As at March 31, 2011 1,167 1,750

NOTE 16 OTHER NON-CURRENT ASSETS

As at March 31, 2012 3,988 1,906 2,104 7,998

(Rs. in Lakhs)
As at March 31, 2011 4,965 2,155 1,802 8,922

(i) Interest Accrued on Investments (ii) Deferred Expenditure (to the extent not written off or adjusted) (iii) Unamortised loan sourcing costs Total

NOTE 17 TRADE RECEIVABLES

As at March 31, 2012 1,317 64 1,381 64 1,317 (b) Others (i) Secured, considered good (ii) Unsecured, considered good (iii) Doubtful Less: Provision for trade receivables Total 126 3,163 4,025 7,188 7,188 8,505

(Rs. in Lakhs)
As at March 31, 2011 100 31 29 160 29 131 1,771 3,120 4,891 4,891 5,022

(a) Over six months (from the date due for payment) (i) Secured, considered good (ii) Unsecured, considered good (iii) Doubtful Less: Provision for doubtful trade receivables

NOTES TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2012
NOTE 18 CASH AND BANK BALANCES
As at March 31, 2012 914 680 11,156 7,795 439 2,923 12,750 (Rs. in Lakhs) As at March 31, 2011 418 1,010 13,533 4,146 358 9,029 14,961

(a) Cash on hand (b) Cheques and drafts on hand (c) Balances with banks In Current accounts In Client accounts In Deposit accounts Total

Of the above, the balances that meet the definition of Cash and cash equivalents as per AS 3 Cash Flow Statements is Rs. 9,638 Lakhs (as at March 31, 2011: Rs. 10,760 lakhs) Balance with bank includes deposits amounting to Rs. 2,603 lakhs (as at March 31, 2011 Rs. 2,953 lakhs) and margin monies Rs. Nil (as at March 31, 2011 Rs. Nil) which have an original maturity of more than 12 months. Deposits includes deposits with banks and Stock Exchanges under lien as margin, amounting to Rs.2,153 lakhs (As at March 31, 2011 Rs. 2,953 lakhs)

NOTE 19 SHORT-TERM LOANS AND ADVANCES (UNSECURED - CONSIDERED GOOD)

(a) Loans and advances to related parties (b) Security Deposits (c) Others (i) Advances to Vendors (ii) Other advances (iii) Shares/debentures application money (iv) Prepaid Expenses (v) Balances with government authorities Total As at March 31, 2012 1,645 4,774 1,210 1,400 3,187 294 420 12,930

(Rs. in Lakhs) As at March 31, 2011 1,900 3,721 372 1,458 373 1,157 8,982 (Rs. in Lakhs) As at March 31, 2012 9,008 594 2,736 870 814 14,022 As at March 31, 2011 2,257 6 341 1,587 399 1,007 5,596 127

NOTE 20 OTHER CURRENT ASSETS

(a) Interest Accrued but not due on Investments (b) Interest Accrued and due on Investments (c) Deferred Expenditure (to the extent not written off or adjusted) (d) Unamortised loan sourcing costs (e) Exchange Settlement / Dues from Clients (f) Others Total

Annual Report

2011 - 12

NOTES TO AND FORMING PART OF THE CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2012
NOTE 21 INCOME FROM FINANCING ACTIVITY
For the Year ended March 31, 2012 (Rs. in Lakhs) For the Year ended March 31, 2011

(a) Interest Income (i) From Secured Loans (ii) From Unsecured Loans (b) Income from Bill Discounting (c) Others Total 142,234 42,521 3,976 17,217 205,948 93,888 28,266 4,024 12,238 138,416

NOTE 22 INVESTMENT INCOME

For the Year ended March 31, 2012 1,558 87 14,673 1,965 22,816 316 41,415

(Rs. in Lakhs) For the Year ended March 31, 2011 1,335 158 2,218 2,629 15,073 952 22,365

(a) Dividend from Non-current Investments (b) Dividend from Current Investments (c) Profit on sale of Non-current Investments (d) Profit on sale of Current Investments (e) Interest on Investments Current (f) Other investment income Current Total

NOTE 23 OTHER INCOME

For the Year ended March 31, 2012 4,347 10,644 324 295 1,796 760 1,401 2,380 21,947

(Rs. in Lakhs) For the Year ended March 31, 2011 2,910 3,310 294 266 1,837 858 709 1,561 11,745

(a) Income from operating leases (b) Income from services (c) Interest Income on Fixed Deposits (d) Exchange gains (net) (e) Brokerage Income (f) Income from Ticketing services (g) Income from forex services (h) Miscellaneous Income Total 128

NOTES TO AND FORMING PART OF THE CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2012
NOTE 24 FINANCE COSTS
For the Year ended March 31, 2012 (Rs. in Lakhs) For the Year ended March 31, 2011

Interest expense (i) On fixed period loans (ii) On others (iii) Discounting charges on commercial paper (iv) Discounting charges on debentures Total 121,172 1,864 30,215 3,360 156,611 84,405 778 15,642 207 101,032

NOTE 25 EMPLOYMENT BENEFITS EXPENSE

For the Year ended March 31, 2012 21,131 1,245 978 23,354

(Rs. in Lakhs) For the Year ended March 31, 2011 16,216 1,084 854 18,154

(a) Salaries, wages and bonus (b) Contribution to provident and other funds (c) Staff welfare expenses Total

129

Annual Report

2011 - 12

NOTES TO AND FORMING PART OF THE CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2012
NOTE 26
OTHER OPERATING EXPENSES

(Rs. in Lakhs) For the Year Ended March 31, 2012

3,763 99 86 376 4,085 2,994 298 4,773 1,045 573 5,723 2,827 (2,827) 1,997 1,152 616 236 882 47 1,228 3,583 201 370 3,471 269 369 766 2,219 1 3,877 43,932 69 995 89 1,153 3,156 122 279 2,574 189 281 709 1,919 3,565 42,080 10,881 (10,881) 3,763 3,871 494

For the Year Ended March 31, 2011

1,766 168 41 398 2,779 2,035 243 2,437 705 506 8,927

(a) Advertisement and Publicity (b) Data Processing Charges (c) Donations (d) Equipment Hire Charges (e) Incentive / commission / brokerage (f) Information Technology expenses (g) Insurance charges (h) Legal and Professional fees (i) Loan Processing Fees (j) Printing and stationery (k) Provision for doubtful loans (l) Write off - Loans and Advances Less : Provision reversal on write off (m)Contingent Provisions against Standard Assets (n) Provision for diminution in value of long term investments (o) Power and fuel (p) Repairs and Maintenance (i) (ii) (q) Rent (r) Rates and taxes (s) Stamp Charges (t) Service providers' charges (u) Security Charges (v) Training and recruitment (w) Telephone, telex and leased line (x) Traveling and conveyance (y) Loss on sale of Investment (z) Other expenses Total Buildings Annual maintainance charges

(iii) Others

130

27. The financial statements of the following subsidiaries have been consolidated as per Accounting Standard 21 on Consolidated Financial Statements as notified by the Companies (Accounting Standards) Rules, 2006: Subsidiaries - Held directly Name of the Company Country of Incorporation % Holding as at 31.03.2012 100 100 100 100 100 100 100 100 73.75 100 % Holding as at 31.03.2011 100 100 100 100 100 100 100 100 73.75 NA

Tata Securities Limited Tata Capital Housing Finance Limited TC Travel and Services Limited Tata Capital Pte. Limited T Sec Commodities Broking Limited T T Holdings & Services Limited Tata Infrastructure Capital Limited Tata Capital Financial Services Limited Tata Capital Growth Fund Tata Cleantech Capital Limited (w.e.f September 27, 2011)

India India India Singapore India India India India India India

Subsidiaries Held indirectly Name of the Company Country of Incorporation % Holding as at 31.03.2012 % Holding as at 31.03.2011

Tata Capital Markets Pte. Ltd. (Subsidiary of Tata Capital Pte Limited) Tata Capital Advisors Pte. Ltd. (Subsidiary of Tata Capital Pte Limited) Tata Capital Plc (Subsidiary of Tata Capital Pte Limited) Tata Capital General Partners LLP (Subsidiary of Tata Capital Pte Limited) Tata Capital Healthcare General Partners LLP (Subsidiary of Tata Capital Pte Limited) Tata Opportunities General Partners LLP (Subsidiary of Tata Capital Pte Limited)

Singapore Singapore United Kingdom Singapore Singapore Singapore

100 100 100 80 100 90

100 100 100 80 100 90

131

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2011 - 12

28. The Group has investments in the following associates, which are accounted for on the Equity Method in accordance with the Accounting Standard 23 on Accounting for Investments in Associates in Consolidated Financial Statements as notified by the Companies (Accounting Standards) Rules, 2006: Name of the Company Country of Incorporation % Holding as at 31.03.2012 40 24 50 26 26.79 32.31 28.85 40.50 % Holding as at 31.03.2011 40 24 50 26 27.27 46.89 39.47 40.50

e-Nxt Financials Limited Tata Autocomp Systems Limited* Hemisphere Properties India Limited* Precision Camshafts Limited* Tata Capital Special Situation Fund Tata Capital Health Care Fund Tata Capital Innovation Fund India Collections Management Private Limited* *

India India India India India India India India

Consolidated based on unaudited financial statements as at/for the year ended March 31, 2012

29. The Financial statements of the following jointly controlled entities have been consolidated as per Accounting Standard 27 on Financial Reporting of Interests in Joint Ventures as notified by the Companies (Accounting Standards) Rules, 2006. Name of Jointly controlled Entity % Holding as at 31.03.2012 % Holding as at 31.03.2011

Nectar Loyalty Management India Limited* (w.e.f 5th March 2012) 49 NA Consolidated based on unaudited financial statements as at/for the year ended March 31, 2012 The following amounts are included in the Financial Statements in respect of the jointly controlled entity referred to in Note above, based on the proportionate consolidation method: (Rs. in Lakhs) PARTICULARS Assets: Deposits Advances Paid Cash and Bank Balances Duties & Taxes Liabilities Sundry Creditors Income Expenses Purchase of data base license Others 545 68 44 21 611 57 42 NIL As at March 31, 2012

132

30. Employee Stock Purchase / Option Scheme In March 2010, the Company at its extra ordinary general meeting approved the Tata Capital Limited Employee Stock Purchase/Option Scheme (the ESOP Scheme). Pursuant to this scheme, a trust under the name of TCL Employee Welfare Trust has been constituted to administer the ESOP scheme. The Company issued 63,400,000 Equity Shares of Rs. 10 each at a premium of Rs. 2 per share to the Trust. The Trust is required to transfer shares to the employees of the Group under the ESOP scheme. The Company and its subsidiaries had provided finance of Rs. 6,904 lakhs in the previous year to the Trust to enable it to finance the Companys shares subscribed for by it. The outstanding balance of loan to the Trust/Employees is Rs. 6,889 lakhs (Previous Year: 7,408 lakhs). Based on the guidance note on Employee Stock Option issued by Institute of Chartered Accountant of India, the Group has adopted intrinsic method of accounting for ESOP. During the year 757,248 Equity Shares (Previous Year: 13,067,552 Equity Shares) were allotted to the employees of the Group. The following is the disclosure as required under the guidance note on Employee Stock Option issued by Institute of Chartered Accountant of India. Sr. No. 1 Description Name of scheme

Method used for accounting of the employee share-based payment plans If Intrinsic value method is used, impact for the accounting period had the fair value method been used on the following Net Income as reported Add: Intrinsic Value Compensation Cost Less: Fair Value Compensation Cost Adjusted Proforma Income Earning Per Share: Basic As Reported ( in Rupees) Adjusted Pro Forma ( in Rupees) Earning Per Share: Diluted As Reported (in Rupees) Adjusted Pro Forma (in Rupees)

Intrinsic value method

Rs. 32,461 lakhs Rs. 1.12 lakhs Rs. 32,460 lakhs 1.30 1.30 1.27 1.27

Description of each type of employee share-based payment plan that existed at any time during the period including the following Total number of options under the plan Vesting Requirements Maximum term of options granted ( In Years) Method of settlement 100% immediate vesting 1.00 Equity Settled

133

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2011 - 12

Sr. No. 4

Description

Name of scheme

Number and weighted average exercise prices of stock options for each of the following groups of options -

Number of options

- Outstanding at the beginning of the period - Granted during the period - Forfeited during the period - Exercised during the period - Outstanding at the end of the period and - Exercisable at the end of the period 5 6 7 8 Number of options vested Total number of shares arising as a result of exercise Money realised by exercise of options (Rs.) Employeewise details of options granted to - Senior management personnel - Employees holding 5% or more of the total number of warrants/options granted during the year - Identified employees who were granted warrant/option, during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants/options and conversions) of the Company at the time of grant. For stock options exercised during the period the weighted average share price at the date of exercise. If options were exercised on a regular basis throughout the period, the weighted average share price during the period. (Rs.) For stock options outstanding at the end of the period, the range of exercise prices and weighted average remaining contractual life (vesting period + exercise period). If the range of the exercise prices is wide, the outstanding options should be divided into ranges that are meaningful for assessing the number and timing of additional shares that may be issued and cash that may be received upon exercise of those options. For stock options granted during the period, the weighted average fair value of those options at the grant date and information on how the fair value was measured including the following - Option pricing model used - Inputs to that model including weighted average share price (Rs) exercise price (Rs) expected volatility
134

6,756,018 176,994 757,248 5,821,776 2,195,112

-

Weighted Average Exercise Price (Rs.) 17.77 17.77 17.77 17.77 17.77

757,248
157,983,624

2,119,000
-

Rs. 17.77

10

Range of exercise Prices (Rs.) 17.77

Weighted Average Contractual Life ( Years) 1.04

11

Black Scholes

17.77 17.77 0.00%

Sr. No.

Description

Name of scheme

Option life (comprising vesting period + exercise period) expected dividends risk-free interest rate any other inputs to the model including the method used and the assumptions made to incorporate the effects of expected early exercise. - Determination of expected volatility, including explanation to the extent expected volatility was based on historical volatility. - Any other features of the option grant were incorporated into the measurement of the fair value, such as market conditions. 12 For other instruments granted during the period (i.e., other than stock options) - Number and weighted average fair value of those instruments at the grant date - Fair Value determination in case (a) fair value not measured on the basis of an observable market price (b) whether and how expected dividends were incorporated (c) whether and how any other features were incorporated 13 For employee share-based payment plans that were modified during the period - Explanation of those modifications - Incremental fair value granted (as a result of those modifications) - Information on how incremental fair value granted was measured, consistently with the requirements set out in points 7 and 8 above. 14 Total expense recognised for the period for employee share-based payment plans 15 Separate disclosure of that portion of the total expense that arises from transactions accounted for as equity-settled employee share-based payment plans 16 For liabilities arising from employee share-based payment plans - Total carrying amount at the end of the period - Total intrinsic value at the end to the period for which the right of the employee to cash or other assets had vested by the end of the period. 17 Diluted earnings per share (EPS) pursuant to issue of shares on exercise of option.

1.04% 0.00% 8.35%

NA

NA

No other instruments were granted during the year

NA NA NA No modifications were made to the scheme during the year

Nil

Nil

Nil (No cash settled awards given out)

1.27

135

Annual Report

2011 - 12

31. Contingent Liabilities and Commitments: i. Claims not acknowledged by the Group relating to cases contested by the Group and which are not likely to be devolved on the Company relating to the following areas : (Rs. in Lakhs) Particulars As at As at March 31, 2012 March 31, 2011

Income Tax (Pending before Appellate authorities in respect of which the Group is in appeal) Andhra Pradesh VAT (Pending before Sales Tax Appellate Tribunal in respect of which the Company is in appeal) Provident Fund demand contested Labour related claims not acknowledge by Group -labour cases where amounts are determined Total ii. iii.

1,125

551

4 189

2 166

11 1,329

719

Outstanding Letter of credit amounting to Rs.13,723 Lakhs (as at March 31, 2011: Rs. 5,142 Lakhs) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.1,256 Lakhs (as at March 31, 2011: Rs. 5,055 Lakhs). Loan sanctioned but not disbursed commitments Rs.148,933 Lakhs (as at March 31, 2011 - Rs. 12,105 Lakhs) Commitment to invest in Tata Capital Special Situation Fund amounting to Rs. 4,994 Lakhs (as at March 31, 2011: Rs. 5,419 Lakhs). Commitment to invest in Tata Capital Health Care Fund amounting to Rs. 8,234 Lakhs (as at March 31, 2011: Rs. 8,271 Lakhs).

iv. v. vi.

vii. Commitment to invest in Tata Capital Innovation Fund amounting to Rs. 5,463 Lakhs (as at March 31, 2011: Rs. 7,260 Lakhs). 32. Employee benefits Defined Contribution Plans These are plans in which the Group pays pre-defined amounts to separate funds. The Group offers its employees defined contribution plans in the form of provident fund, family pension fund and superannuation fund. Provident fund and family pension fund cover all regular employees while the contribution to superannuation fund is at the option of the employee. Contributions towards superannuation are paid into a superannuation fund. The superannuation fund is managed by independent agencies while provident fund is internally managed. While both the employees and the Group pay predetermined contributions into the provident fund, contributions into the family pension fund and the superannuation fund are made by only the Group. The contributions are based on a certain proportion of the employees salary.

136

The Group recognised a charge of Rs. 831 Lakhs (previous year Rs. 612 Lakhs) for provident fund, family pension fund and Employees State Insurance Corporation contribution and Rs. 236 Lakhs (previous year Rs. 216 Lakhs) for superannuation contribution, in the Statement of Profit and Loss.

Defined Benefits Plans The Group offers its employees defined benefit plans in the form of a gratuity scheme (a lump sum amount). Benefits under the defined benefit plans are typically based on years of service and the employees compensation (generally immediately before separation). The gratuity scheme covers all regular employees. Commitments are actuarially determined at year-end. These commitments are valued at the present value of the expected future payments, with consideration for calculated future salary increases, using a discount rate corresponding to the interest rate estimated by the actuary having regard to the interest rate on government bonds with a remaining term that is almost equivalent to the average balance working period of employees. Actuarial valuation is done based on Projected Unit Credit method. Gains and losses of changed actuarial assumptions are charged to the Statement of Profit and Loss.

Reconciliation of Benefit Obligations and Plan Assets (Rs. in Lakhs) 2011-12 Funded Non-Funded Change in Defined Benefit Obligation Opening Defined Benefit Obligation Current Service Cost Interest Cost Acquisition Cost / Transfer in Actuarial Losses / (Gain) Benefits Paid Closing Defined Benefit Obligation Experience Gain / (Loss) adjusted on plan liability Change in the Fair Value of Assets Opening Fair Value of Plan Assets Acquisition Cost / Transfer in Expected Return on Plan Assets Contributions by Employer Actuarial Gains / (Losses) Benefits paid Closing Fair Value of Plan Assets * 966 (17) 76 54 6 (77) 1,008 22 2 48 (11) 61 914 (5) 73 130 (31) (133) 948 N.A. N.A. N.A. N.A. N.A. N.A. N.A. 963 158 77 6 (77) 1,127 (7) 43 14 3 (11) 49 (1) 798 153 60 13 72 (133) 963 (69) 19 6 2 (1) (1) 26 1 2010-11 Funded Non-Funded

137

Annual Report

2011 - 12

(Rs. in Lakhs) 2011-12 Funded Non-Funded Reconciliation of present Value of the obligation and the Fair value of the plan Assets Fair Value of plan assets at the end of the year Present value of the defined obligations at the end of the year Funded status [Surplus / (Deficit)] Unrecognised past service cost Net Asset /(Liability) recognised in the balance sheet Net Gratuity cost for the year ended March 31, 2012 Service Cost Interest on Defined benefit Obligation Expected return on plan assets Net actuarial loss recognised in the year Net Gratuity Cost Assumptions Discount Rate Expected Rate of Return on Plan Assets Salary Escalation Rate 8.70% 8.00% p.a 7.50% p.a for first 5 years and 5% thereafter. 2011-12 (8) 6 (1,129) 915 (215) 8.70% 8.00% p.a 7.50% p.a for first 5 years and 5% thereafter 8.25% 8.00% p.a 7.50% p.a for first 5 years and 5% thereafter 2008-09 (270) (27) (479) 565 32 8.25% Not Applicable 7.50% p.a for first 5 years and 5% thereafter 2007-08 (189) NA (213) 197 159 77 (76) (4) 156 14 3 (2) 15 153 60 (73) 103 243 6 2 (1) 7 1,026 1,107 81 (104) 34 32 (2) 1 948 963 (15) (15) 26 (26) (26) 2010-11 Funded Non-Funded

Experience adjustment - On Plan Liabilities - On Plan Assets Present value of benefit obligation Fair value of Plan Assets Excess of (obligation over plan assets)

2010-11 (68) (31) (970) 948 (22)

2009-10 (84) 56 (811) 896 108

* As the gratuity fund is managed by a life insurance company, details of investments are not available with the Company. The estimate of future salary increase, considered in the actuarial valuation, take account of inflation, seniority, promotion, and other relevant factors. The above information is certified by the actuary. The Group expects to contribute approximately Rs. 263 Lakhs to the gratuity fund in the year ending March 2013.

138

33. Disclosure as required by Accounting Standard (AS) 18 on Related Party Disclosures notified under the Companies (Accounting Standard) Rules, 2006: i. List of related parties and relationship: Holding Company Associates Tata Sons Limited e-Nxt Financials Limited Hemisphere Properties India Limited Tata AutoComp Systems Limited Precision Camshafts Limited Tata Capital Special Situation Fund Tata Capital Innovation Fund Tata Capital Healthcare Fund India Collections Management Private Limited Tata Sky Limited Tata Teleservices (Maharashtra) Limited Tata Teleservices Limited Tata Consultancy Services Limited Tata AIG General Insurance Company Limited Tata AIG Life Insurance Company Limited Viom Networks Limited Tata Housing Development Company Limited Infiniti Retail Limited Computational Research Laboratories Limited Tata Asset Management Limited Tata Business Support Services Limited Tata Petrodyne Limited Tata Realty & Infrastructure Limited Tata Consulting Engineers Limited Tata Investment Corporation Limited Ewart Investments Limited Tata Advance Materials Limited Drive India Enterprise Solutions Limited Tata Industries Limited Tata Advance Systems Limited Tata International Limited Tata Trusteeship Company Limited Mr. Praveen P Kadle

Fellow Subsidiaries (with which the company had transactions)

Key Management Personnel

139

Annual Report

2011 - 12

ii. Transactions with related parties

Sr. No. 1 Party Name Tata Sons Limited a) b) Nature of transaction Call on partly paid Equity Shares during the year Expenditure - Brand Equity Contribution - Other charges c) Income - Services rendered and reimbursement of Cost - Equity Brokerage Income d) e) f) g) h) 2 e-Nxt Financials Limited b) c) d) a) Security deposit Paid Security deposit refunded Balance Receivable / (Payable) Share of rent and expenses Deposit for premises paid Loan given - Loan / ICD given Income - Interest income on ICD given Services rendered and reimbursement of Cost Expenditure - Service providers charges - Other Cost - Administration and Support Expenses - Professional and Legal Fees e) f) g) Repayment of Loan / ICD Fund received for services rendered Balance Receivable / (Payable) - Loan / ICD outstanding - Balance receivable / (payable) 3 Tata AutoComp Systems Limited b) a) Loan given -Bill Discounting Income -Term Loan -Bill Discounting c) d) e) Repayment of Loan Repayment of Bill Discounting Loan outstanding -Bill Discounting 2 636 2,739 11 11 700 7 24 510 (420) 12 18 652 50 2011-12

(Rs. in Lakhs) 2010-11

40,000 365 61

741 52 18 225 (285) -

700 180 12 1,811 30 1,500 700 1,208

491 195 105 5,000 1,352 491

140

(Rs. in lakhs) Sr. No. 4 Party Name Precision Camshaft Limited a) b) Nature of transaction Preference shares redeemed Dividend Income - Equity Shares - Preference Shares c) d) 5 Tata Capital Healthcare Fund 6 India Collections Management Pvt Ltd a) b) c) a) b) Interest income on loan Loan outstanding Investment in Units of Fund Income - Management Fees & Set-up cost Receivable towards Management Fees Investment - Equity shares subscribed Reimbursement of expenses - Rent - Salary - Other expenses c) 7 Tata Capital Innovation Fund a) b) c) 8 Tata Capital Special Situation Fund a) b) c) 9 Tata Sky Limited a) b) c) d) e) f) 10 Tata Teleservices a) Balance Receivable Investment in Units of Fund Income - Management Fees Receivable towards Management Fees Investment made during the year Income - Management fee Balance Receivable - Management Fee Loan / Invoice discounting given during the year Interest received on loan given Repayment of Loan / Invoice discounting Loan outstanding Income Balance Receivable Expenditure - Communication Expenses Income - Interest income on Loan Income from Lease rental Repayment of Loan Services rendered and reimbursement of cost Fund received for services rendered Outstanding receivable for services rendered Outstanding Payable 18 109 12 138 1,797 677 33 425 711 202 8,073 350 9,010 2,703 8 2 23 59 47 38 8 (2) 10 10 240 427 4 1,856 688 758 9,308 257 9,626 3,640 242 56 1 2,000 40 (4) 8 17 458 43 1,046 8 239 1,729 463 480 304 2011-12 2010-11 1,150

(Maharashtra) Limited b) c) d) e) f) g) h)

141

Annual Report

2011 - 12

(Rs. in lakhs) Sr. No. 11 Party Name Tata Teleservices Limited a) b) c) d) Nature of transaction Expenditure - Communication Expenses Loan given during the year Loan repaid during the year Income - Interest income on Loan - Lease Rental e) f) g) Services rendered and reimbursement of cost Fund received for services rendered Outstanding receivable for services rendered - Loan outstanding - Outstanding Receivable 12 Tata Consultancy Services Limited a) Expenditure - IT outsourcing - Other Expenses - Professional and Legal Fees b) Fixed Assets - Software customisation charges - Software Amc & other maintenance cost c) d) e) 13 Viom Networks Limited (Formerly known as Wireless TT and Info Services) 14 Tata AIG General Insurance Company Limited b) c) d) e) f) g) 15 Tata AIG Life Insurance Company Limited a) b) c) d) e) f) c) d) a) a) b) Services rendered and reimbursement of cost Fund received for services rendered Balance Receivable Loan given during the year Income - Interest income on loan given (Including Processing fees) Income from Lease Rental Repayment of Loan Expenditure - Insurance Expenses Claims received during the year Income - referral fees Services rendered and reimbursement of cost Fund received for services rendered Outstanding receivable for services rendered Balance receivable Income - Referral Fees Services rendered and reimbursement of cost Fund received for services rendered Expenditure - Paid toward Gratuity Fund Amount paid on behalf of customer Balance Receivable / (Payable) 68 16 97 194 159 68 8 8 30 90 251 32 39 35 162 46 90 16 (2) 29 613 13 15,000 23 2 25,040 24,217 2,289 109 20,584 740 5,000 2,655 271 89 2,064 81 1,400 29 17,500 85 1,578 1,362 289 344 1,210 872 381 2011-12 217 16,100 2010-11 205 17,500 -

142

(Rs. in lakhs) Sr. No. 16 Party Name Tata Housing Development Company Limited 17 Infinity Retail Limited a) b) c) a) b) c) d) e) f) 18 Computational Research Laboratories Limited 19 Tata Asset a) b) c) a) c) 20 Tata Business Support Services Limited a) b) c) d) e) f) 21 Tata Petrodyne Limited a) b) c) 22 Tata Realty & a) Infrastructure Limited b) c) 23 Tata Consulting Engineers Limited a) b) c) 24 25 Tata Investment Corporation Limited Ewart Investments Limited a) b) c) d) e) Equity Brokerage Income Fund received for services rendered Security Deposit given Expenditure - Rent Expenses Security Deposit Outstanding 1 190 3 190 1 a) Nature of transaction Income -Referral Fees Expenses-Professional charges Balance Receivable Income - Network Usage Charges Expenses - incentive Services rendered and reimbursement of cost Fund received for services rendered Purchase of fixed assets Outstanding receivable for services rendered Services rendered and reimbursement of cost Fund received for services rendered Outstanding receivable for services rendered Services rendered and reimbursement of cost Fund received for services rendered Outstanding receivable for services rendered Services rendered and reimbursement of cost Loan given during the year Interest Income and processing fees Fund received for services rendered Repayment of Loan Outstanding receivable for services rendered Services rendered and reimbursement of cost Fund received for services rendered Outstanding receivable Services rendered and reimbursement of cost (travel related) Fund received for services rendered Outstanding receivable for services rendered Services rendered and reimbursement of cost Fund received for services rendered Outstanding receivable for services rendered Services rendered and reimbursement of cost 2011-12 16 64 41 7 31 55 44 17 27 30 2 110 2,790 150 3 2,791 103 94 19 126 62 83 155 149 7 1 2010-11 38 7 34 6 50 61 9 39 6 12 4 9 1,000 6 1,000 1 34 10 162 19 22 3 6

Management Limited b)

143

Annual Report

2011 - 12

(Rs. in Lakhs) Sr. No. 26 Party Name Tata Advance Materials Limited a) b) c) d) e) 27 Drive India Enterprise a) Solutions Limited b) c) 28 Tata Industries Limited a) b) c) 29 30 Tata Advanced Systems Limited Tata International Limited a) b) c) 31 32 Tata Trusteeship Company Limited Key Management Personnel (KMP) a) b) c) Remuneration to KMP Issue of shares under ESOP scheme Interest on Non convertible debentures (Including interest on application money) d) Outstanding Debentures 2 20 9 20 342 306 132 a) Services rendered and reimbursement of cost Funds received for services rendered Outstanding receivable for services rendered Expenses-Trusteeship fees 21 22 2 6 156 3 6 a) Nature of transaction Services rendered and reimbursement of cost Funds received for services rendered Interest Income and processing fees Repayment of loan Outstanding receivable for services Rendered Services rendered and reimbursement of cost Funds received for services rendered Outstanding receivable for services rendered Services rendered and reimbursement of cost Funds received for services rendered Outstanding receivable for services rendered Services rendered and reimbursement of cost 2011-12 61 67 15 51 53 3 88 57 37 2010-11 135 15 500 21 79 4 58 8 1

# Amount less than Rs. 50,000/-

144

34. The Group avails from time to time non-cancelable long-term leases for office premises including office furniture. The total of future minimum lease payments that the Group is committed to make is: (Rs. in Lakhs) Lease Payments As at March 31, 2012 2,020 1,485 77 As at March 31, 2011 2,751 7,353 2,549

- Within one year - Later than one year and not later than five years - Later than five years

The amount charged towards lease rentals (as part of Rent expenditure) is Rs. 3,583 lakhs (previous year Rs. 3,156 lakhs) The Group has given Assets under non-cancellable operating leases. The total of future minimum lease payments that the company is committed to receive is: (Rs. in Lakhs) Lease Payments As at March 31, 2012 6,025 9,766 As at March 31, 2011 2,130 4,730 -

- Within one year - Later than one year and not later than five years - Later than five years

The details of Gross investments, unearned finance income in respect of assets given under finance lease are as under: (Rs. in Lakhs) Particulars 2011-12 2010-11

Gross Investments: - Within one year - Later than one year and not later than five years Total Unearned Finance Income: - Within one year - Later than one year and not later than five years Total Present Value of Rentals: - Within one year - Later than one year and not later than five years Total 104 298 402 136 459 595
145

172 341 513

217 554 771

68 43 111

81 95 176

Annual Report

2011 - 12

35. Earnings per Share (EPS):

Particulars

2011-12

2010-11

Profit after tax for Basic EPS Weighted average number of Equity shares used in computing Basic earnings per share Face value of equity shares Basic earnings per share Profit after tax for Basic EPS Add: Preference dividend on Compulsorily Convertible Non-Cumulative Preference shares Profit after tax for diluted EPS Weighted Average Number of Equity Shares used in computing Basic earnings per share Add: Potential weighted average number of Equity shares that could arise on conversion of preference shares Add: Potential weighted average number of Equity shares allotted to ESOP Trust Weighted average number of shares in computing Diluted earnings per share Face value of equity shares Diluted earnings per share

Rs. in Lakhs

32,461

6,652

Nos Rupees Rupees Rs. in Lakhs

2,490,771,217 10 1.30 32,461

1,962,054,867 10 0.34 6,652

Rs. in Lakhs Rs. in Lakhs

Nil 32,461

Nil 6,652

Nos

2,490,771,217

1,962,054,867

Nos

Nil

145,307,158

Nos

57,088,187

61,882,865

Nos Rupees Rupees

2,547,859,404 10 1.27

2,169,244,890 10 0.31

146

36. Financial and Derivative Instrument Derivative contracts entered into by the Group and outstanding as on March 31, 2012 (Rs. in Lakhs) Particulars Interest Rate Swaps March 31, 2012 NIL March 31, 2011 10,000

In accordance with principles of prudence and other applicable guidelines as per Accounting Standards notified by the Companies Act ,1956 the Group has charged an amount of Rs Nil (Previous Year: Rs. 12 Lakhs) to the Statement of Profit and Loss in respect of derivative contracts outstanding as at the year end.

37. Segment Reporting In accordance with Accounting Standard 17 on Segment Reporting, the Group has identified three business segments i.e. Financing Activity, Investment Activity and Others and one Geographical Segment viz. India, as secondary segment. (Rs. in Lakhs) For the Year Ended March 31, 2012 I Segment Revenue a) Financing Activity b) Investment Activity c) Others Total Less : Inter Segment Revenue Total Income 234,800 20,686 18,080 273,566 4,257 269,309 154,456 9,565 10,955 174,976 2,450 172,526 For the Year Ended March 31, 2011

II

Segment Results a) Financing Activity b) Investment Activity c) Others Total Less : Unallocated Corporate Expenses Profit before taxation Less : Provision for taxation Profit after taxation 22,075 15,814 1,644 39,532 39,532 10,956 28,576 15,691 2,902 (1,421) 17,172 10,640 6,532 3,172 3,360

147

Annual Report

2011 - 12

As at March 31, 2012 III Segment Assets a) Financing Activity b) Investment Activity c) Others d) Unallocated Total IV Segment Liabilities a) Financing Activity b) Investment Activity c) Others d) Unallocated Total V Capital Employed a) Financing Activity b) Investment Activity c) Others d) Unallocated Total VI Capital Expenditure (Including Capital Work-In-Progress) a) Financing Activity b) Investment Activity c) Others d) Unallocated Total VII Depreciation and Amortisation a) Financing Activity b) Investment Activity c) Others d) Unallocated Total VIII Significant Non-Cash Expenses Other than Depreciation and Amortisation a) Financing Activity b) Investment Activity c) Unallocated Total
148

As at March 31, 2011 1,595,241 111,528 17,727 33,328 1,757,824

2,155,166 105,713 32,215 7,018 2,300,112

1,986,142 6,500 20,731 3,074 2,016,447

1,470,022 13,420 11,870 11,501 1,506,813

169,024 99,213 11,484 3,944 283,665

125,219 98,108 5,857 21,827 251,011

9,530 12 1,313 10,855

4,681 65 6,737 11,483

3,683 159 3,842

1,856 141 667 2,664

9,630 684 128 10,442

14,594 3,871 160 18,625

38. The Revised Schedule VI has become effective from 1 April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous years figures have been regrouped / reclassified wherever necessary to correspond with the current years classification / disclosure.
For and on behalf of the Board of Directors F. K. Kavarana (Director) Hoshang N. Sinor (Director) Ishaat Hussain (Director) Janki Ballabh (Director) F. N. Subedar (Director) Praveen P. Kadle (Managing Director & CEO) Sarita Kamath (Company Secretary) Mumbai May 9, 2012

149

150
(Rs. in Lakhs)
RESERVES TOTAL ASSETS TOTAL LIABILITIES DETAILS OF TURNOVER PROFIT PROVISION PROFIT PROPOSED COUNTRY FOR AFTER BEFORE INVESTMENT DIVIDEND (EXCEPT IN CASE TAXATION TAXATION TAXATION OF INVESTMENT IN SUBSIDIARIES) 194,912 4 2,260 1,580 10,112 17,883 486 6,835 1,472 549 2,285 (289) 29 188 (580) 20 7 13 (268) 10 (14) 8 5 1 0 0 14 (593) 816 2,274 (274) 20 9 8 3 5 (1,560) (1,560) 17,141 1,107 348 759 958 (60) 6 (66) India India India India India India India Singapore Singapore Singapore United Kingdom 262 6 4 235 (2) (5) 2 1 235 (2) (5) 1 Singapore Singapore Singapore India 221,725 25,830 8,958 16,872 India 156,567 220 2,338 2,244 5 1 119 (2,869) (1,617) (918) (315) 183 1,044 88 202 179 1,424 (1,583) 25,791 16,164 10,182 9 5,577 4,414 56 1 108 3 5,667 3,043 215,970 190,299 6,162 3,443 2,005,161 1,718,839 2,500 23,333 380 100 55 1,043 13,043 11,244 3,925 337 774

Subsidiary Companies - Financial Highlights

SL. NO.

NAME OF THE SUBSIDIARY COMPANY

REPORTING CURRENCY

CAPITAL

Tata Capital Financial Services Limited

INR

129,755

Tc Travels And Services Limited

INR

Tata Capital Housing Finance Limited

INR

Tata Securities Limited

INR

T Sec Commodities Broking Limited

INR

Tata Infrastructure Capital Limited

INR

TT Holdings And Services Limited

INR

Tata Capital Growth Fund

INR

Tata Capital Pte Limited

USD

10 Tata Capital Advisors Pte Limited

USD

11 Tata Capital Markets Pte Limited

USD

Annual Report

12 Tata Capital PLC, UK

USD

13 Tata Capital General Partners LLP 1 6 250 1 258 (7) 728 730 (4) 1 4

USD

2,593

(578)

59

(1,956)

14 Tata Capital Healthcare General Partners LLP

USD

2011 - 12

15 Tata Oppurtunities General Partners LLP

USD

16 Tata Cleantech Capital Limited

INR

Notes :

The financial Statements of subsidiaries whose reporting currency are other then INR are converted in to Indian Rupees on the basis of appropriate exchange rate

Talk to Us
We would be delighted to hear from you. For any queries regarding our products and services or for any other assistance, do reach us at contactus@tatacapital.com or at the following office addresses. We are committed to respond to you at the earliest. Mumbai Tata Capital Limited One Forbes, Dr. V B Gandhi Marg Fort, Mumbai 400 001 Singapore Tata Capital Pte. Ltd. 5 Shenton Way, # 22-06 UIC Building Singapore 068 808 London Tata Capital PLC 30 Mill Bank, London SW1P 4WY UK