AnnualReport2009 10

We only do what’s right for you
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TATA CAPITAL LIMITED
DIRECTORS’ REPORT
TO THE MEMBERS OF
The Directors have pleasure in presenting their Annual Report and the Audited Statement of Accounts for the
year ended March 31, 2010.
1. BACKGROUND
Tata Capital Limited (the “Company” or “Tata Capital”), a subsidiary of Tata Sons Limited (“TSL”), is a
Non-Banking Financial Company (“NBFC”) registered with the Reserve Bank of India (“RBI”) as a Systemically
Important Non Deposit Accepting NBFC. Tata Capital offers fund and fee-based financial services to its
customers and is a trusted customer-centric, one-stop financial services provider, catering to the diverse
needs of retail, corporate and institutional customers, directly or indirectly through its subsidiaries, across
various areas of business, namely Corporate Finance (which includes Commercial and Infrastructure Finance),
Consumer Finance & Advisory Business, Securities Business, Investment Banking, Private Equity, Housing
Finance and Travel related services.
Tata Capital is headquartered in Mumbai and has a wide network of physical touch-points spanning all
critical markets in India. The Company has, as on date, 112 such touch-points across India.
2. INDUSTRY AND ECONOMIC SCENARIO
2.1 Financial Year 2009-10
The Financial Year (“FY”) 2009-10 began with the backdrop of the financial crisis and the three main
pillars of the financial system viz. capital, liquidity and confidence, all badly impacted during
FY 2008-09. While in many ways the financial crisis had similarities to the US crisis of the 1920s and
Japan of the 1990s, the key difference this time around was that policy makers were swift to respond to
the crisis, using a combination of traditional and non-traditional measures.
While the impact of the global headwinds on growth were heavily debated at the beginning of the year,
it is worth noting the growing impact of the tailwinds in play. These include the co-ordinated response
to the crisis including monetary and fiscal stimulus as well as the collapse in commodity prices. Both
these factors enabled some recovery from the beginning of the second half of FY 2009-10.
The economy is now showing clear signs of a demand revival, as reflected in both macro and micro level
data. Latest trends in industrial production, non-oil imports and bank credit coupled with buoyant numbers
in auto and cement dispatches indicate that the momentum is picking up. With the Central Statistical
Organization pegging FY 2009-10 GDP Growth at 7.2%, India has the potential to revert to the 8-9%
growth path.
2.2 Outlook for Financial Year 2010-11
Loan growth, which had dipped to a 12 year low of 9.7% in October 2009, has been on an uptrend, with
the latest RBI / Ministry of Finance report showing growth of 15.1% year-on-year and is expected to be
in the range of 17% in FY 2010 -11. The 10 year government securities yield moved up from approx.
6.6% in March 2009 to over 8% in March 2010. With inflation breaching and sustaining at double-digits
and an expected aggressive tightening, yields may edge up to 8.5% levels. The hardening of interest
rates may be partially muted on account of a large captive demand for bonds and likely increase in
capital flows and the impact on liquidity.
The Union Budget 2010 was a balanced one with a realistic 5.5% deficit financing, indicating a clear
and quantified direction towards fiscal consolidation. Several structural reforms were announced as a
part of the budget, comprising revised revenue sharing norms between the Centre and States, streamlining
of subsidies and a hard time frame for implementation of Goods & Services Tax and Direct Tax Code.
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Annual Report 2009 - 10
As a result of the improvement in risk appetite, pro investor budget and increase in FII flows, the rupee
appreciated significantly against the dollar, recording an increase of approx. 10% over the average
exchange rate that prevailed in the month of March 2009.
Overall, the forthcoming Financial Year provides both significant opportunity and challenges for the
Company. Return of corporate confidence will provide the Company, a platform to grow its loan book
and advisory businesses. The biggest challenge will be to ensure that the Company retains its best
people and manages interest cost and risk.
3. FINANCIAL RESULTS
3.1 The performance of the Company for the Financial Year ended March 31, 2010, is summarized below:
(Rs. in crore)
Financial Year 2009-10 2008-09
Gross Income 1,379.26 893.97
Less:
Financial Costs 842.45 606.75
Establishment, Administrative and Other Expenses 423.02 270.13
Amortisation of expenses 24.71 4.74
Depreciation 13.80 6.24
Profit Before Tax 75.28 6.11
Less: Provision for Tax 23.97 1.37
Profit After Tax 51.31 4.74
Amount brought forward from previous year 8.60 9.78
Amount available for appropriation 59.91 14.52
Appropriations
Preference Dividend (inclusive of Tax on dividend) 0.37 1.18
Excess provision for Preference Share Dividend
(including tax thereon) reversed (0.03) -
Special Reserve 10.26 0.95
Debenture Redemption Reserve 41.05 3.79
Surplus carried to Balance Sheet 8.26 8.60
3.2 During the year, the Company disbursed a total amount of Rs.17,439 crore under its various financing
schemes as compared to Rs.13,425 crore in FY 2008-09. The Company’s Gross Income was
Rs.1,379.26 crore and the Profit After Tax was Rs.51.31 crore (Previous Year: Rs.893.97 crore and
Rs.4.74 crore, respectively). The Company’s Net Worth as on March 31, 2010 stood at Rs.2,119.55
crore as against Rs.2,048.23 crore last year.
3.3 An amount of Rs.10.26 crore is proposed to be transferred to Special Reserve Fund pursuant to
Section 45IC of the Reserve Bank of India Act, 1934, Rs.41.05 crore to the Debenture Redemption
Reserve and an amount of Rs.8.26 crore is being carried forward in the Profit & Loss Account.
4. SHARE CAPITAL
The paid-up Share Capital of the Company as at March 31, 2010 was Rs.2,151.02 crore comprising
Rs.1,833.43 crore by way of Equity Share Capital and Rs.317.59 crore by way of 0.1% Compulsorily
Convertible Preference Shares (“CCPS”). TSL held 93%, Tata Investment Corporation Limited (“TICL”) held
3.55% and the TCL Employee Welfare Trust (through its Trustees) held 3.45% of the paid up Equity Share
capital of the Company, as at March 31, 2010.
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During the year under review, 69,00,00,000 CCPS of Rs.10/- each were converted into Equity Shares of
Rs.10/- each in the ratio of 1:1, consequent upon a request from the CCPS holders, as under:
Date of conversion No. of CCPS Amount (Rs.)
August 24, 2009 2,50,00,000 25,00,00,000
February 4, 2010 4,00,00,000 40,00,00,000
February 8, 2010 62,50,00,000 6,25,00,00,000
Total 69,00,00,000 6,90,00,00,000
The resultant equity shares were subsequently acquired by TSL and TICL.
Under the Tata Capital Limited Employee Stock Option / Purchase Scheme (“ESOP Scheme”), the Company
allotted on March 26, 2010, 6,34,00,000 Equity Shares of Rs.10/- each to the TCL Employee Welfare
Trust (through its Trustees), which is set up to administer and implement the ESOP Scheme.
5. DIVIDEND
The Directors recommend payment of dividend of Rs.31,75,875 (dividend tax thereon Rs.5,39,740) on
31,75,87,500 CCPS for the full year. With a view to conserving the resources of the Company and taking
into consideration the business plans of the Company, the Board of Directors do not recommend any
dividend for the year on the equity share capital of the Company.
6. REVIEW OF OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES
6.1 Corporate Finance
The Corporate Finance Division has two broad business segments viz. Commercial Finance and
Infrastructure Finance. FY 2009-10 was an eventful year for the Division. The financial year started in the
middle of the global slow down, resulting in slower growth momentum in the first half of the financial
year. The second half was in line with the global recovery and provided some relief to manufacturers,
customers and financiers.
The Commercial Finance Division, which is engaged in financing commercial/industrial enterprises,
continued to experience a mixed year during FY 2009-10. This business continues to be the highest
asset driver for Tata Capital based on a book growth of 68% from Rs.2,383 crore in FY 2008-09 to
Rs.3,999 crore in FY 2009-10 and has disbursed fresh loans of Rs.12,323 crore in FY 2009-10.
Commercial Finance achieved a total revenue of Rs.395 crore against the previous year’s figure of
Rs.238 crore. The product offerings from Commercial Finance, inter alia, are Term Loans, Working
Capital Loans, Structured Debt, Channel Financing, Bills and Invoice Discounting, Lease Rental
Discounting, Loan against Shares/Promoter Funding, etc.
During the year under review, the Infrastructure Finance Division disbursed fresh loans of Rs.2,157
crore (previous year: Rs.1,668 crore) representing a growth over the previous year of 24%. Infrastructure
Finance grew its book by Rs.619 crore with major contribution from the Project Finance business. This
represented growth over the previous year of 27%.The total revenue of the Infrastructure Division was
Rs.342 crore as against the previous year’s figure of Rs. 268 crore and it continued to be the third
largest financier in this market in India.
6.2 Consumer Finance & Advisory Business
The Consumer Finance & Advisory Business (“CFAB”) has been built on a unique model that consolidates
all financial needs of consumers into a common sales and service structure, providing customers a true
‘one-stop-shop’ for services ranging from secured and unsecured loans to a range of investment options
and wealth management services.
In the first half of FY 2009-10, Consumer Finance was impacted by the economic crisis of the preceding
year but the second half showed an upswing in market conditions. The disbursements in FY 2009-10
amounted to Rs.1,024 crore (previous year: Rs.2,104 crore), of which 31% was in the first half of the
year and the larger growth i.e. 69% in the second half. The total revenue of CFAB was
Rs.271.21 crore as against the previous year’s figure of Rs.202.13 crore.The asset book for CFAB as
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on March 31, 2010 was Rs.2,098 crore, representing a 9% increase over the previous year. The book
comprises an equitable mix of Auto Loans (Rs.1,743 crore), Unsecured Personal and Business Loans
(Rs.282 crore) and Loans Against Property (Rs.62 crore). During the year, CFAB acquired more than
650 High Networth customers for its Wealth Management and Investment services. The business spread
to 102 branches across 65 cities by the end of the year, which was a significant increase over
20 locations at the beginning of the year.
6.3 Private Equity Advisory Services
During the year, the Company has set up four Private Equity Funds viz. Tata Capital Growth Fund I, Tata
Capital Healthcare Fund I, Tata Capital Innovations Fund and Tata Capital Special Situations Fund. All
the Funds have been registered with the Securities and Exchange Board of India (“SEBI”) as Venture
Capital Funds. The Company has sponsored these funds, will act as their Investment Manager and will
also invest in the funds.
(i) Tata Capital Growth Fund I – This Fund is sector agnostic and will target private equity growth
capital investments in companies that derive a substantial portion of their revenues from operations
in India. The Fund had its first close in June 2010, with aggregate commitments of Rs. 310 crore.
(ii) Tata Capital Healthcare Fund I – This Fund focuses on private equity growth-capital investments
in healthcare companies based in or with significant exposure to India. The healthcare sector
presents numerous opportunities across multiple healthcare verticals, which is a key differentiator
from other emerging markets. The Fund has a strong deal pipeline and has evaluated about 40
investments of over US$800 mn. The Fund has declared its first close of Domestic Fund in
April 2010, with aggregate commitments of Rs.110 crore.
(iii) Tata Capital Innovations Fund – This Fund focuses predominantly on technology led innovations
which represent breakthrough, fundamental or incremental change in technology or process. It is a
sector agnostic fund and will invest across all stages of an enterprise viz. start-up, early growth and
mature stages. The Fund was launched in February 2010 and expects to announce its first close in
July, 2010.
(iv) Tata Capital Special Situations Fund – During the year, the Tata Capital Special Situations Fund
completed its first close in December 2009 with aggregate commitments of Rs.275 crore. The
Fund focuses on investing in turnaround opportunities and is one of the first domestic funds in India
with such a theme. It has a strong deal pipeline and has finalised investment for 25% of its existing
commitments, for which due diligence is currently in progress.
6.4 Wealth Management
The Wealth Management (“WM”) business was launched in September 2008 after the Company received
a Certificate of Registration as a Portfolio Manager from SEBI. The business is empanelled with 34
Asset Management companies and other companies for distribution of their financial products – Mutual
Funds, Structured Products and Portfolio Management Schemes.
The business focus is on building a complete relationship with High Networth Individuals (“HNI”)
to address all their financial needs which fit in with the profile of Tata Capital as a comprehensive
financial services provider. As a part of this effort, WM creates business opportunities for other business
verticals and has regularly been referring business to Corporate Finance, CFAB, etc.
The WM business has over 2,500 customers as on June 30, 2010. The total Assets Under Advice (AUA)
stand in excess of Rs. 1,300 crore as on June 30, 2010, across various products.
6.5 Investment Banking
Along with Tata Capital Markets Limited, a wholly owned subsidiary of the Company, the investment
banking team provides a complete suite of products to corporate clients in the areas of M&A
advisory, Private equity syndication and Equity and Debt capital markets. During FY 2009-10, the
Investment Banking Team raised over Rs.5,500 crore through Debt Issuances for corporate clients.
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During FY 2009-10, the Investment Banking team worked with Tata Motors Limited on the refinancing
of the JLR acquisition. This transaction included arranging of a Large foreign currency facility and
issuance of Credit Enhanced Non-Convertible Debenture in the domestic market. The Investment Banking
Team also successlly arranged a working capital facility for JLR.
6.6 Business Development
Tata Capital Limited constituted a Business Development Group (“BDG”) in November 2009, which is an
initiative to leverage the Company’s extensive array of businesses. On an ongoing basis, BDG is
engaged in setting up alliances with Tata companies and other organisations to offer products and
services to corporates, employees and business associates. It is also engaged in analysing and
suggesting proposals for an increased presence of Tata Capital overseas.
6.7 Credit Cards
During the year, the business of the ‘Tata’ Credit Cards which has been transferred from Tata Sons
Limited to Tata Capital, crossed Rs.100 crore of annual spend for the first time. Tata Cards (powered by
SBI) is linked to a multi-brand loyalty program, which rewards consumers on an accelerated basis for
using Tata products. It currently has two products on offer for individual consumers viz. Blue Privilege
Card and the Gold Premium Credit Card. Plans are on the anvil to launch a Platinum variant Credit Card
for the consumer segment, a Corporate Credit Card for company related spend and a prepaid multi
currency card for overseas travellers.
6.8 Subsidiary Companies
Brief details of the Company’s subsidiaries are given below (In respect of foreign subsidiaries, figures in
respective foreign currencies are converted to Indian Rupees at rates of exchange prevailing at the
year end).
Tata Securities Limited
Tata Securities Limited (“Tata Securities”), a wholly owned subsidiary of the Company, is engaged
in the business of stock broking, depository participant 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 the 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 National Securities Depository Limited (“NSDL”) and
Central Depository Services (India) Limited (“CDSL”).
Tata Securities has obtained the AMFI Registration Number (“ARN”) from the Association of Mutual
Funds of India (“AMFI”) for acting as a distributor of mutual fund units and has also obtained registration
as a participant of the New Mutual Fund Service System (“MFSS”) of NSE and BSE Platform for
allotment and redemption of Mutual Fund Units (BSE STAR MF).
During the year under review, Tata Securities reported Gross Income of Rs.24.47 crore as against
Rs.12.69 crore in the previous year and Profit After Tax of Rs.0.29 crore as against Loss After Tax
of Rs.17.43 crore during the previous year. This was due to undertaking of stock broking services on
a full fledged basis and was supported by better market conditions.
Tata Capital Markets Limited (“TCML”)
TCML, a wholly owned subsidiary of the Company, is registered as a Category – I Merchant Banker
with SEBI. During FY 2009-10, the Company handled several transactions in the equity and debt
capital markets and also assisted Tata Capital in itsTier II fund raising of over Rs.850 crore.
During FY 2009-10, TCML recorded Gross Income of Rs. 7.39 crore, Profit Before Tax of
Rs.2.65 crore and Profit After Tax of Rs.1.97 crore.
Tata Capital Housing Finance Limited (“TCHFL”)
TCHFL was granted a Certificate of Registration by the National Housing Bank (“NHB”) on
April 2, 2009 to carry on the business of a housing finance institution and it commenced this
business in May 2009. TCHFL offers a range of home loans and loans against property to various
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segments of society viz. salaried individuals, self employed individuals, self employed professionals,
non-individual entities, etc. TCHFL has also been focusing on business opportunities available
within the TATA ecosystem. Apart from advancing loans, TCHFL also provides property related
solutions to its customers through its Real Estate Advisory division and will be granting project
finance loans to developers.
During the year under review, the Company disbursed housing loans amounting to
Rs.91.23 crore. The housing loan portfolio of the Company stood at Rs. 90.77 crore as on March
31, 2010. TCHFL recorded Gross Income of Rs.2.69 crore and Loss After Tax of Rs.1.91 crore.
TC Travel and Services Limited (“TCTSL”)
TCTSL, a wholly owned subsidiary of the Company, was incorporated on October 15, 2008 and is
primarily engaged in the business of travel and travel related services. It currently operates from 6
branches and serves more than 100 corporate customers. During the year, under review, TCTSL
has made a foray into the leisure business/travel segment and has further strengthened its business
with Tata companies and other corporates.
During the year under review, TCTSL recorded Gross Income of Rs.5.94 crore, Profit Before Tax of
Rs.1.38 crore and Profit After Tax of Rs.1.11 crore.
Tata Capital Pte. Ltd. (“TCPL”), Singapore, Tata Capital Advisors Pte. Ltd. (“TCAPL”),
Singapore,Tata Capital Markets Pte. Ltd. (“TCMPL”), Singapore and Tata Capital Plc.,U.K.
In line with the Company’s strategy to headquarter its international business in Singapore, TCPL
was incorporated to function as the apex holding company for all international business activities of
Tata Capital.
TCPL has formed two wholly-owned subsidiaries in Singapore, viz: TCAPL to carry out PE Fund
Management business and TCMPL to carry out corporate advisory work.
During the year under review, TCPL recorded consolidated Gross Income of US$ 1.98 mn
(Rs.9.39 crore), Loss Before Tax of US$ 2.81 mn (Rs.13.30 crore) and Loss After Tax of
US$ 2.89 mn (Rs.13.36 crore).
During FY 2009-10, TCAPL made an application to the Monetary Authority of Singapore (“MAS”) to
obtain a Capital Markets Services (“CMS”) licence to commence fund management activities in
Singapore. MAS has granted the said licence on April 7, 2010. TCAPL has since completed setting
up of all legal vehicles in Singapore and is now ready to commence its fund management activities.
There has been no business undertaken by TCMPL during the year. It is expected that TCMPL
will be engaged in origination of opportunities in International Financial Advisory Services business
and shall work closely with the Investment Banking team of Tata Capital.
TCPL has set up a subsidiary in the UK under the name of Tata Capital Plc. Tata Capital Plc was
incorporated on November 10, 2009 in U.K. and has a share capital of £1m, subscribed to by TCPL
(95%) and TCAPL (5%). The business of Tata Capital Plc will be divided into regulated and unregulated
activities. The unregulated activities would comprise marketing the services of Tata Securities Limited
and Tata Asset Management Limited within the investor community. Tata Capital Plc is currently
seeking approval from the Financial Services Authority (“FSA”), the financial services regulatory
authority in the UK, for a license 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 and acquisition transactions. The first financial year of Tata Capital plc will be for the
period from November 10, 2009 to March 31, 2011.
T Sec Commodities Broking Limited
T Sec Commodities Broking Limited, a subsidiary of Tata Securities Limited, was incorporated on
January 9, 2009 with an authorised capital of Rs 1 crore comprising 10,00,000 Equity Shares of
Rs. 10/- each. The Company was formed with the objective of carrying on the business of commodity
broking. The Company obtained its Certificate of Commencement of Business on April 3, 2010 but
is yet to commence its business activity.
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As at March 31, 2010, Tata Securities held 9,99,994 Equity Shares and individual shareholders
held 6 Equity Shares of Rs.10/- each in this company. Effective May 31, 2010, T Sec Commodities
Broking Limited ceased to be a subsidiary of Tata Securities and became a wholly owned subsidiary
of Tata Capital.
7. CONSOLIDATED FINANCIAL STATEMENTS
The Company has prepared a Consolidated Financial Statement of the Company and all its subsidiaries
which are attached to this Report. The Consolidated Financial Statement has been prepared in accordance
with Accounting Standards issued by The Institute of Chartered Accountants of India.
The Company has been granted exemption by the Ministry of Corporate Affairs from attaching to its accounts
for the financial year ended March 31, 2010, the individual Annual Reports of its subsidiary companies. As
per the terms of the Exemption Letter received from the Central Government, a statement containing brief
financial details of each of the Company’s subsidiaries for the year ended March 31, 2010 is included in the
Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made
available to any Member of the Company / its subsidiaries seeking such information at any point of time and
are also available for inspection by any Member of the Company / its subsidiaries at the Registered Office
of the Company and would be posted on the website of the Company. The annual accounts of the said
subsidiaries will also be available for inspection, as above, at the Head Offices / Registered Offices of the
respective subsidiary companies.
8. FINANCE
During FY 2009-10, the Company met its funding requirements through a combination of long term investments
such as Secured Non Convertible Debentures (“NCDs”) and Unsecurred Tier II Reedemable Debentures as
also short term instruments such as Commercial Paper and Bank Borrowings, keeping in view the asset-
liability profile of the Company. The aggregrate debt outstanding as at March 31, 2010 was Rs.9,838 crore
(of which Rs.3,879 crore was payable within one year), resulting in a long term to short term borrowings
ratio of 61:39. The Debt : Equity ratio of the Company as at March 31, 2010 was 4.64.
The Company has been regular in repayment of its borrowings and payment of interest thereon.
9. CREDIT RATING
During the year under review, the Company had the following ratings outstanding from ICRA and CARE for
various financial instruments issued by it:
Instruments Amount Rated ICRA Rating Amount Rated CARE Rating
(Rs. Crs.) (Rs. Crs.)
Short Terms Instruments 5,500.00 A1+ - -
Secured NCD - Pvt Placement 500.00 LAA+ - -
Secured NCD – Public Issue 1,500.00 LAA+ 1,500 CARE AA+
Unsecured NCD – Tier II – Pvt 1,000.00 LAA+ 1,000 CARE AA
Placement
Secured NCD - Pvt Placement 750.00 LAA+ 750 CARE AA+
Secured NCD - Pvt Placement - - 100 CARE AA+
Secured NCD - Pvt Placement 500.00 LAA+ - -
Bank Loans - Short Term 1,000.00 A1+ 500 PR1+
Bank Loans - Long Term 7,640.00 LAA+ 2,510 CARE AA+
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10. RISK MANAGEMENT

The very nature of the financial services business, particularly in today’s rapidly changing operating
environment, entails managing complex and variable risks in a disciplined manner. As an NBFC, Tata
Capital is exposed to different risks, including Credit Risk, Market Risk and Operational Risk. The Company’s
risk management strategy includes a robust system to identify, define, analyze and quantify, where possible,
the risks and devise different methodologies and policies for managing, monitoring and reporting these
risks.
The Company has developed in-house skills to manage key areas of risk, viz. credit risk, market risk and
operational risk. The Company’s Risk Management architecture is overseen by the Risk Management
Committee of the Board. The risk function is independent of the business functions and has experienced
executives managing risks for different business groups. The management committees which oversee
various risks include Credit Committees, Finance and Asset Liability Supervisory Committee, Operational
Risk Management Committee and Fraud Risk Management Committee.
In respect of credit risk, emphasis is placed on evaluation and containment of risk at a transaction level as
also at a portfolio level. Market risk measurement of portfolio uses both statistical and non-statistical
measures to monitor risks with triggers in cases of breaches in the pre-accepted levels of identified risks.
In the area of operational risk, the Company has created a framework to monitor the resultant risk and uses
tools such as risk control, self assessment and key risk indicators.
11. INTERNAL CONTROL SYSTEMS
The Company’s 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 Company’s 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 Company’s internal control system is commensurate with the size, nature and operations of the Company.
12. IT SUPPORT
The Company has completed implementation of transactional systems for most business areas. Currently,
the Company is in the consolidation phase and optimisation of performance. Technology aided differentiators
such as Central Processing Centre (“CPC”) to process loan applications received from branches all over the
country and to facilitate credit underwriting, are in place. The implementation of automated backups of end
user systems has commenced. A full fledged customer portal to enable customer access over the internet
is under development. Systems to enable detection of frauds and Anti Money Laundering (“AML”) have
been deployed. Internal support systems in areas of Internal Audit, HR and Operations Risk Monitoring are
at various stages of deployment. A project to implement Asset Liability Management (“ALM”) has been
initiated. The Disaster Recovery setup has been made operational and a mock drill of selected IT applications
was successfully carried out.
13. THE TATA CAPITAL BRAND
The essence of the Tata Capital brand is encapsulated in its brand proposition – ‘We only do what’s right for
you’. The proposition reflects the Company’s strong resolve to deliver financial solutions that are ‘right’ for
its customers and the society at large.
The Company seeks to build strong relationships with customers via deep understanding of their needs,
strong financial expertise and the delivery of superior and consistent customer experience across all
touch-points.
14. HUMAN RESOURCES
The Company has always recognized people as its most valuable asset and would like to build an open,
transparent and meritocratic culture to support and nurture this asset. In an effort to drive this ideology,
various HR initiatives and processes were instituted during FY 2009-10.
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The re-structuring of the National Sales Organisation into the Consumer Finance & Advisory Business was
done by consciously staffing through internal movements, growth and training of employees.
With the maturation of the Talent Acquisition process, the Company has established itself as a leading
brand on campuses both for the Management Trainee as well as the Graduate Trainee Programs. Through
these programs, a multi layer entry level talent pipeline has been established.
The Company launched a three tier Talent Management framework to identify high potential employees who
would be developed as future leaders in the organization. This would be done through various developmental
interventions which include executive development programs, job rotation and training programmes. As
part of the Talent Management framework, the Emerging Leaders Programme was designed and launched
during FY 2009–10. The programme is designed to identify and develop high potential employees in junior
management grades for managerial positions.
Being a “People’s Business”, consistent focus on Employee Engagement is the key. In this regard, Employee
Engagement Surveys were conducted through Gallup and organisation wide action areas were identified
and actioned.
The employee strength of the Company as on March 31, 2010 was 872. In addition, 264 persons were
employed by its subsidiaries and 3,758 by e-Nxt Financials Limited, an affiliate company.
15. CORPORATE SUSTAINABILITY
The Corporate Sustainability Vision Statement for Tata Capital covers four focus areas viz. Livelihood and
Employability, Health, Education and Environment.
Tata Capital values long term associations and seeks collaborations that are sustainable, can be introduced
in any location and allow a certain volunteering component. The Company’s volunteers are spread across
the country and the Company is in the process of creating a Volunteer Portal that will form a common
platform for interaction pan India.
Our associations with NGOs, include:
i. St. Jude India ChildCare Centres which provide holistic care to needy children and their accompanying
parents visiting Mumbai to undergo treatment for serious diseases like Cancer.
ii. Community Aid and Sponsorship Programme (“CASP”), a Pune based NGO, for adopting village Talawade
under CASP’s Village Development Programme.
iii. Centre for Environment Research and Education (“CERE”), a Mumbai based NGO, for increasing
awareness about environmental issues and sustainable development under the Tata Capital Green
Office Project.
iv. United Way of Mumbai, for its volunteering activities such as blood donation and tree plantation.
16. COMPLIANCE
The Company has complied and continues to comply with all the applicable regulations and guidelines of
the RBI such as capital adequacy, net owned funds, provision for Non-Performing Assets, concentration of
credit and investment, fillings, etc. The Capital Adequacy Ratio (“CAR”) of the Company was in the range of
17% to 24% during FY 2009-10 and was 21.44% on March 31, 2010 against the prescribed CAR
of 12% applicable to the Company.
17. DEPOSITS
The Company has not accepted any public deposits during the year under review.
18. DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company,
Mr. F K Kavarana and Mr. Janki Ballabh are liable to retire by rotation at the ensuing Annual General
Meeting and are eligible for re-appointment.
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19. 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 financial year ended March 31, 2010, the applicable
accounting standards have been followed and that there are no material departures;
ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied
them consistently and made judgments and estimates that 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, 2010, and of the profit of the
Company for the year ended on that date;
iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for
safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
and
iv. they have prepared the annual accounts of the Company on a ‘going concern’ basis.
20. 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 Company’s 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 Company’s 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 Tatas, the Company has a strong legacy of fair, transparent and ethical governance
practices. The Company’s 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. The Board of Directors along with its Committees provide leadership and guidance to the Company’s
management and direct, supervise and control the activities of the Company.
iii. 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. F N Subedar,
Mr. H N Sinor, Mr. Janki Ballabh 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”). Board Meetings of the
Company are chaired by Mr. F K Kavarana, NED. One-third of the total strength of the Board comprises
Independent Directors viz. Mr. H N Sinor and Mr. Janki Ballabh.
iv. Mr. Kadle was appointed as the MD for a period of 5 years with effect from September 18, 2007. The
approval of the Central Government was sought for payment of remuneration to Mr. Kadle, in view of
inadequate profits of the Company. The said approval was received by the Company vide letter dated
28
February 14, 2008. The terms and conditions of appointment and remuneration payable to Mr. Kadle
as approved by the Central Government, are given below:
Remuneration Salary - Rs.3,60,000/- upto a maximum of Rs.6,00,000/- per month
with annual increments effective April 1 every year as may be decided
by the Board/Remuneration Committee, based on merit and taking
into account the Company’s performance; Commission, if any, or
Incentive Remuneration (maximum Rs.1.5 crore) based on certain
performance criteria to be laid down by the Board/Remuneration
Committee; benefits, perquisites and allowances as may be determined
by the Board/Remuneration Committee, from time to time.
Minimum Remuneration Where in any financial year during the currency of the MD, the Company
has no profits or its profits are inadequate, the Company will pay
remuneration by way of salary, benefits, perquisites and allowances
and incentive remuneration, as specified above.
Stock Options Under the ‘Tata Capital Limited Employee Stock Purchase/Option
Scheme’, Mr. Kadle was granted 11,00,000 Options which, upon
exercise by him, would entitle him to purchase 11,00,000 equity shares
of Tata Capital at a Fair Market Value of Rs.12 per share. As at
March 31, 2010, Mr. Kadle had not exercised any of the above Options.
Term & Termination The Agreement with Mr. Kadle may be terminated by the Company or
by Mr. Kadle by giving 6 months notice of such termination or by the
Company paying 6 months remuneration in lieu of such notice.
Other terms The said terms and conditions also include clauses pertaining to
adherence with the Tata Code of Conduct, including no conflict of interest
with the Company, non-compete and maintenance of confidentiality.
v. During FY 2009-10, 8 Board Meetings were held. Board Meeting(s) were held at least once in every
three months.
vi. 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.
During the year, 7 meetings of the Audit Committee and 1 meeting of the Shareholders’/Investors’
Grievance Committee were held in addition to meetings of other Committees.
Sitting fees for attending Board Meetings and Meetings of Committees of the Board are paid within the
maximum precribed limits.
Minutes of meetings of all Committees of the Board are placed before the Board for discussion/
noting. The 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.
vii 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.
viii. The Company has adopted the Tata Code of Conduct for its employees including theMD. In addition, the
Company has adopted a Code of Conduct for its NEDs. The Codes have been posted on the Company’s
web-site.
ix. The Company has adopted a Whistle-Blower Policy which provides a formal mechanism for all employees
of the Company to approach the Management / Audit Committee and make protected disclosures to
the Management about unethical behaviour, actual or suspected fraud or violation of the Company’s
29
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.
x. The Company Secretary is the Compliance Officer of the Company.
xi. The Company’s website is www.tatacapital.com.
21. 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 prudential guidelines prescribed by the
Reserve Bank of India (“RBI”).
The particulars of related party exposures, non-performing assets and business levels in lease and hire
purchase and other activities, required to be disclosed in the format prescribed by RBI are contained in
the Schedules forming part of the accounts.
22. 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.12.48 crore (previous
year: Rs.11.37 crore) and an outgo of Rs.1.10 crore in foreign exchange (previous year: Rs.2.43 crore).
23. 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, 2010, is provided in an Annexure forming part of this Report. The Report and Accounts are
being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a
copy of the same may write to the Company Secretary.
24. 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’ (“Scheme”), which was earlier approved by the Directors on February 1, 2010. The Scheme is,
inter alia, applicable to the present and future employees and Directors of Tata Capital, its subsidiary
companies and holding company (“Eligible Employees”). The Scheme is administered through the TCL
Employee Welfare Trust (“Trust”), acting through its Trustees, and provides for the issue and allotment to
the Trust of upto 6,35,00,000 equity shares of Tata Capital of Rs. 10 each (“Shares”) at the Fair Market
Value (“FMV”) of the Shares arrived at by an independent accounting firm. On March 26, 2010, 6,34,00,000
Shares of Rs.10 each were allotted by Tata Capital to the Trust, for the benefit of the Eligible Employees, at
the FMV of Rs.12 per share.
To enable the Trust to purchase the above Shares, the Company had on March 26, 2010, advanced an
interest free loan of Rs.69.03 crore to the Trust, acting through its Trustees, to be repaid by the Trust from
the proceeds of the Shares sold by the Trust in terms of the Scheme. The Eligible Employees of the
Company (other than the Managing Director), have been offered, in accordance with the provisions of the
Companies Act, 1956, interest free loans to enable such Eligible Employees to purchase the Shares
offered to them under the Scheme.
Based on the recommendation of the ESOP Committee, 1,47,79,061 Shares were offered for sale to the
Eligible Employees on March 27, 2010 at the Fair Market Value of Rs.12 per share. No shares out of the
above were acquired by the Eligible Employees as at March 31, 2010.
30
25. 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 the FY 2010-11.
26. ACKNOWLEDGEMENTS
The Directors would like to place on record their gratitude for the valuable guidance and support received
from 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 equity shareholders,
Compulsorily Convertible Preference Shareholders, customers, bankers, lenders, vendors and all other
business associates for the continuous support given by them to the Company. The Directors also place on
record their appreciation of all its employees for their commitment, commendable efforts, team work and
professionalism.
For and on behalf of the Board of Directors
F K Kavarana Praveen P Kadle

Director Managing Director
Mumbai, July 21, 2010
31
Standalone
Financial
Statements
32
AUDITORS’ REPORT
TO THE MEMBERS OF
1. We have audited the attached Balance Sheet of TATA CAPITAL LIMITED (the “Company”) as at March 31,
2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on
that date, both annexed thereto. These financial statements are the responsibility of the Company’s
Management. Our responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those
Standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material 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 (Auditor’s 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 Profit and Loss Account and the Cash Flow Statement dealt with by this report
are in agreement with the books of account;
(d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with
by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956;
(e) in our opinion and to the best of our information and according to the explanations given to us, the said
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 31st March, 2010;
(ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that
date and
(iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on
that date.
5. On the basis of the written representations received from the Directors as on 31st March, 2010 taken on
record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2010, 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
N. Venkatram
Partner
Membership No.71387
Mumbai, May 3, 2010
33
ANNEXURE TO THE AUDITORS’ REPORT

(Referred to in paragraph 3 of our report of even date)
Having regard to the nature of the Company’s business / activities / result, 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 rendering financial services 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
purchases of fixed assets and sale of services. The activities of the Company do not involve purchase of
inventory and sale of goods. 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 deposit from
the public during the period covered by our audit 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, Customs Duty and
Sales Tax.
(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax were
outstanding, as at 31 March, 2010 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.
(c) According to the information and explanations given to us, there were no dues of Income Tax, Sales
Tax, Service Tax, Wealth Tax, Custom Duty,Excise Duty and Cess which have not been deposited on
account of any dispute.
34
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, financial institutions and debenture holders.
12. In our opinion, the Company has maintained adequate records where it has granted loans and advances on
the basis of security by way of pledge of shares, debentures and other securities.
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 or 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 the Balance Sheet of the Company, we report that, funds raised by the Company on short term basis
have not 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.
18. The Company has created security for debentures issued and outstanding as at 31st March 2010. Security
was not created in respect of certain debentures which were redeemed within the period allowed for creation
thereof.
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
material fraud on or by the Company was noticed or reported during the year, although there were some
instances of loans becoming doubtful of recovery consequent upon fraudulent misrepresentation given by
the borrowers, the amounts whereof are not material in the context of the size of the Company and the
nature of the business and which have been provided for.

Registration No: 117366W
N. Venkatram
Partner
Membership No. 71387
Mumbai, May 3, 2010
35
BALANCE SHEET AS AT MARCH 31, 2010

Rs in Lakhs
Schedule As at As at
March 31, 2010 March 31, 2009
SOURCES OF FUNDS :
1 SHAREHOLDERS’ FUNDS
(a) Share Capital 1 209,349 208,762
(b) Reserves and Surplus 2 7,502 2,288
2 LOAN FUNDS
(a) Secured Loans 3 656,692 701,475
(b) Unsecured Loans 4 327,096 240,389
3 TOTAL FUNDS EMPLOYED 1,200,639 1,152,914
APPLICATION OF FUNDS :
4 FIXED ASSETS 5
(a) Gross Block 19,463 12,281
(b) Less : Depreciation and amortisation 2,043 691
(c) Net Block 17,420 11,590
(d) Capital Work-in-Progress 879 624
18,299 12,214
5 INVESTMENTS 6 181,175 295,866
6 DEFERRED TAX ASSETS (NET) 714 225
7 CURRENT ASSETS, LOANS AND ADVANCES
(a) Interest Accrued on Investments 1,318 34
(b) Sundry Debtors 7 1,089 2,654
(c) Cash and Bank Balances 8 2,377 51,412
(d) Loans and Advances - Financing Activity 9 1,015,834 810,799
(e) Loans and Advances - Others 10 23,038 15,397
1,043,656 880,296
8 Less : CURRENT LIABILITIES AND PROVISIONS
(a) Current Liabilities 11 47,864 41,632
(b) Provisions 12 237 282
48,101 41,914
9 NET CURRENT ASSETS [ (7) Less (8) ] 995,555 838,382
10 MISCELLANEOUS EXPENDITURE 13 4,896 6,227
( To the extent not written off or adjusted )
11 TOTAL ASSETS (NET) 1,200,639 1,152,914
12 NOTES TO ACCOUNTS 20
As per our report of even date
For Deloitte Haskins & Sells For and on behalf of the Board of Directors
F.K. Kavarana Ishaat Hussain F. N. Subedar
(Director) (Director) (Director)
N. Venkatram Hoshang N. Sinor Janki Ballabh Praveen P. Kadle

(Partner) (Director) (Director) (Managing Director)
Govind Sankaranarayanan S.H.Rajadhyaksha

Mumbai, May 3, 2010 (Chief Financial Officer) (Head-Legal and Compliance
& Company Secretary)
36
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2010
Rs in Lakhs
Schedule For the Year Ended For the Year Ended
March 31, 2010 March 31, 2009
INCOME :
1 Income from Financing Activity 14 115,454 81,256
2 Investment Income 15 16,869 4,441
3 Other Income 16 5,603 3,700
137,926 89,397
EXPENDITURE :
4 Interest 17 84,245 60,675
5 Employee costs 18 12,546 7,877
6 Other operating expenses 19 29,756 19,136
7 Depreciation and amortisation 5 1,380 624
8 Amortisation of expenses 13 2,471 474
130,398 88,786
PROFIT BEFORE TAXES 7,528 611
9 PROVISION FOR TAXES
(a) Current tax 2,886 -
(b) Deferred tax (489) (4)
(c) Fringe benefit tax - 141
2,397 137
NET PROFIT FOR THE YEAR 5,131 474
Balance brought forward from previous year 860 978
AMOUNT AVAILABLE FOR APPROPRIATION 5,991 1,452
10 APPROPRIATIONS:
(a) Transfer to Special Reserve 1,026 95
(b) Transfer to Debenture Redemption Reserve 4,105 379
(c) Proposed Dividend on Preference Shares
- On 0.1% Compulsory Convertible
Non-Cumulative Preference Shares 32 101
- Tax on Dividend 5 17
(d) Excess provision for preference share
dividend (including tax thereon ) reversed (3) -
Balance carried to Balance Sheet 826 860
11 Earnings per share [ Refer note B(11) of
Schedule 20]
Basic (in Rupees) 0.43 0.06
Diluted (in Rupees) 0.24 0.02
F.K. Kavarana Ishaat Hussain F. N. Subedar


Mumbai, May 3, 2010 (Chief Financial Officer) (Head-Legal and Compliance
37
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2010
Rs in Lakhs
For the Year Ended For the Year Ended
March 31, 2010 March 31, 2009
1 CASH FLOW FROM OPERATING ACTIVITIES
Profit before taxes 7,528 611
Adjustments for :
Amortisation of share/debenture issue expenses 2,471 474
Depreciation and amortisation 1,380 624
Profit/Loss on sale of fixed assets 38 -
Profit on sale of Mutual Fund Investments [Current Investments] (7,676) (2,271)
Profit on sale of Government Securities [Current Investment] (112) -
Profit on sale of long-term investments (2,722) (10)
Discounting charges on Commercial Paper 10,312 15,226
Discounting charges on Debentures 958 755
Interest on Bonds (2,964) (125)
Interest on Pass through Certificates (1,730) (567)
Interest on Government Securities (437) -
Interest on Commercial Paper (302) -
Dividend Income (926) (1,450)
Unrealised exchange gain 126 (15)
Write off’s - Loans and Advances 7,457 648
Provision for leave encashment 84 29
Provision for diminution in value of Investments 659 1,000
Provision for doubtful loans 3,529 1,601
Operating Profit before working capital changes 17,673 16,530
Adjustments for :
(Increase)/Decrease in Sundry Debtors 1,451 (2,646)
(Increase)/Decrease in Loans and advances-Financing Activity (216,021) (469,448)
(Increase)/Decrease in Loans and advances-Others 2,370 (6,814)
Increase/(Decrease) in Current Liabilities and provisions 6,185 34,789
Cash used in operations (188,342) (427,589)
Taxes paid (12,909) (4,083)
NET CASH USED IN OPERATING ACTIVITIES (201,251) (431,672)
2 CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed assets (including Capital Advances) (7,562) (3,735)
Proceeds from sale of Fixed Assets 59 -
Payment for business acquisitions (including goodwill) - (1,419)
Investment in Subsidiaries (8,939) (12,868)
Purchase/Redemption of Mutual Funds
(net of dividend reinvested) 185,176 (151,421)
Purchase of other long term investments (58,766) (55,163)
Purchase of current Investments (16,726) -
Proceeds from current investments 6,074 (962)
Proceeds from sale of shares (long term) 17,722 14
Interest on Bonds 1,917 125
Interest on Pass through Certificates 1,685 544
Interest on Commercial Papers 302 -
Interest on Government Securities 245 -
Dividend Income 926 574
Net cash from/used in investing activities 122,113 (224,311)
3 CASH FLOW FROM FINANCING ACTIVITIES
Issue of Equity share capital (including securities premium) 7,608 10,000
Loan given to “TCL Employees Welfare Trust” (6,904) -
Dividend on Preference Shares (98) 5
Dividend Distribution Tax (17) 1
Share Issue Expenses (76) (91)
Debenture Issue/Loan Processing Expenses (1,064) (4,111)
Net proceeds/(repayment) from/of short term borrowings (227,228) 297,812
Proceeds from long-term borrowings 428,382 422,843
Repayment of long-term borrowings (170,500) (22,500)
Net cash from/used in financing activities 30,103 703,959
Net increase/ (decrease) in cash and cash equivalents (49,035) 47,976
CASH AND CASH EQUIVALENTS AS AT THE BEGINNING OF THE YEAR 51,412 2,177
CASH AND CASH EQUIVALENTS AS AT THE END OF THE YEAR 2,361 50,153
ADD : RESTRICTED CASH 16 1,259
CASH AND CASH EQUIVALENTS AS AT THE END OF THE YEAR [REFER SCHEDULE 8] 2,377 51,412
Note : 1) During the year, the Company has issued Equity Shares for Rs. 69,000 Lakhs by converting 0.1% Non Cumulative Compulsorily Convertible Preference Shares in the ratio of
1:1. In the absence of cash movement the same has not been included in the cash flow statement.
Chartered Accountants F.K. Kavarana Ishaat Hussain F. N. Subedar
Mumbai, May 3, 2010 Govind Sankaranarayanan S.H.Rajadhyaksha
(Chief Financial Officer) (Head-Legal and Compliance & Company Secretary)
38
SCHEDULES TO AND FORMING PART OF THE BALANCE SHEET
AS AT MARCH 31, 2010
SCHEDULE “1” Rs in Lakhs
SHARE CAPITAL As at As at
March 31, 2010 March 31, 2009
Authorised
475,00,00,000 Equity shares
(as at March 31, 2009: 475,00,00,000 shares) of Rs.10 each 475,000 475,000
25,00,000 Redeemable Non-Cumulative Preference shares
(as at March 31, 2009: 25,00,000 shares ) of Rs.1,000 each 25,000 25,000
300,00,00,000 Compulsorily Convertible Preference shares
(as at March 31, 2009: 300,00,00,000) of Rs. 10 each. 300,000 300,000
800,000 800,000
Issued
(as at March 31, 2009:148,01,05,070 shares) of Rs.10 each 223,351 148,011
31,75,87,500 0.1% Compulsory Convertible Non-Cumulative
Preference shares
255,110 248,770
Subscribed
Preference shares
255,102 248,762
Paid-Up
173,34,30,670 Equity shares (as at March 31, 2009:
98,00,30,670 shares) of Rs.10 each fully paid 173,343 98,003
Less: Loan given to “TCL Employees Welfare Trust”
[Refer note B (3) of Schedule 20 ] (5,753) -
167,590 98,003
50,00,00,000 Equity shares of Rs.10 each , paid up Rs. 2 per
share (as at March 31, 2009 : 50,00,00,000 shares) 10,000 10,000
177,590 108,003
Preference shares (as at March 31, 2009: 100,75,87,500
shares) of Rs.10 each 31,759 100,759
209,349 208,762
Note:
1) Of the above 160,50,30,020 equity shares (as at March 31, 2009 : 98,00,30,670) of Rs. 10 each fully paid and 50,00,00,000
equity shares (as at March 31, 2009 : 50,00,00,000) of Rs. 10 each, paid up Rs. 2 per share are held by Tata Sons Ltd. (Holding
Company) and its nominees.
2) 0.1% Compulsory Convertible Non-Cumulative Preference Shares are convertible at any time after the issuance date into
equity shares at par at the option of the holder or compulsorily convertible into equity shares at par on March 18, 2018.
3) 2,50,00,000 0.1% Non-Cumulative Compulsorily Convertible Preference Shares of Rs. 10 each were converted into Equity
Shares in the ratio of 1:1 on August 24, 2009.
Shares in the ratio of 1:1 on February 4, 2010.
Shares in the ratio of 1:1 on February 8, 2010.
39

RESERVES AND SURPLUS As at As at
March 31, 2010 March 31, 2009
(a) Capital Redemption Reserve 575 575
(b) Securities Premium Account 1,268 -
[ Refer note B (3) of Schedule 20 ] (1,151) -
117 -
(c) Special Reserve [ Refer note B (1) of Schedule 20 ]
As per last Balance Sheet 474 379
Add : Addition during the year 1,026 95
1,500 474
(d) Balance in Profit and Loss Account 826 860
(e) Debenture Redemption Reserve
[ Refer note B (2) of Schedule 20 ]
As per last Balance Sheet 379 -
Add : Addition during the year 4,105 379
4,484 379
7,502 2,288
40
SECURED LOANS As at As at
March 31, 2010 March 31, 2009
Privately Placed Non-Convertible Debentures 170,356 47,598
(Refer Note 2 below) [Net of unamortised discount of
Rs 144 Lakhs (as at March 31, 2009: Rs.1,102 Lakhs]
6,165 – 11% Non-Convertible Debentures Option I (2009)
(as at March 31, 2009 : 6,165 debentures) face value of
Rs. 100,000/- each, redeemable at par on March 05, 2014
with a put and call option at the end of 36 months from
March 06, 2009 6,165 6,165
1,623,793 – 11.25% Non-Convertible Debentures Option II
(2009) (as at March 31, 2009 : 1,623,793 debentures)face
value of Rs. 1,000/- each, redeemable at par on March 05,
2014 with a put and call option at the end of 42 months
from March 06, 2009 16,238 16,238
7,454,572 – 12% Non-Convertible Debentures Option III
(2009) (as at March 31, 2009 : 7,454,572 debentures)
face value of Rs. 1,000/- each, redeemable at par on
March 05, 2014 with a put and call option at the end of
36 months from March 06, 2009 74,546 74,546
5,305,135 – 12% Non-Convertible Debentures Option IV
(2009) (as at March 31, 2009 : 5,305,135 debentures) face
value of Rs. 1,000/- each, redeemable at par on March 05,
2014 with a put and call option at the end of 36 months from
March 06, 2009 53,051 53,051
Loans and Advances from Banks (Refer Note 4 below)
(a) Term loans 250,000 301,000
(b) Working capital demand loan 57,500 1,71,500
(c) Bank Overdraft 28,836 31,377
656,692 701,475
Note :
1) Repayable within one year is Rs.204,086 Lakhs (as at March 31, 2009 : Rs. 290,227 Lakhs),
excluding bank overdraft.
2) Privately Placed Non-Convertible Debentures are secured by charge on the immovable properties,
book debts, receivables against unsecured loans, bills discounted and trade advances and to
the extent of shortfall in asset cover a pari passu charge on the current assets of the Company.
3) Non-Convertible Debentures are secured by charge on the immovable properties, book debts, receivables
against unsecured loans, bills discounted and trade advances and other current assets of the Company.
4) Loans and advances from banks are secured by first pari passu charge on the current assets of the Company.
5) Includes Non-Convertible Debentures issued to certain directors Rs. 75 Lakhs (as at March 31, 2009 :
Rs 75 Lakhs)
41

UNSECURED LOANS As at As at
March 31, 2010 March 31, 2009
Non-Convertible Subordinated Debentures (Refer Note below) 87,082 -
[Net of unamortised discount of Rs 3,463 Lakhs
(as at March 31, 2009 : Nil)]
Long term loans and advances:
(a) From Banks 45,000 105,000
[Repayable within one year is Rs. 15,000 Lakhs
(as at March 31, 2009 : Rs. 95,000 Lakhs)]
(b) From Others 65,000 -
[Repayable within one year is Rs. 10,000 Lakhs
(as at March 31, 2009 : Rs. Nil)]
Short-term loans and advances:
(a) Commercial Paper [Net of unamortised
discount of Rs 3,986 Lakhs (as at March 31, 2009 :
Rs. 4,711 Lakhs)] 130,014 100,289
[ Amount raised during the year Rs 427,500 Lakhs
(b) Inter Corporate Deposits - 100
(c) Other loans and advances:
(i) From Banks - 20,000
[Repayable within one year is Rs. Nil
(ii) From Others - 15,000
[Repayable within one year is Rs. Nil
327,096 240,389
Note :
Includes Non-Convertible Subordinated Debentures issued to a director Rs 20 Lakhs (as at March 31, 2009 : Rs Nil )
42
SCHEDULE “5”
FIXED ASSETS Rs in Lakhs
Particulars Gross Block Accumulated depreciation and Net Block
amortisation
Opening Additions/ Deletions/ Closing Upto Depreciation/ Deletions/ Upto As at As at
balance Adjustments Adjustments balance March 31, amortisation for Adjustments March 31, March 31, March 31,
as at as at 2009 the year 2010 2010 2009
April 1, March 31,
2009 2010
TANGIBLE
FIXED ASSETS
Building 42 - - 42 1 2 - 3 39 41
Leasehold
Improvements 978 955 25 1,908 118 194 3 309 1,599 860
Furniture &
Fixtures 121 446 8 559 42 119 1 160 399 79
Computer
Equipment 505 23 3 525 159 150 2 307 218 346
Office
Equipment 466 346 7 805 46 79 1 124 681 420
Vehicles 1,128 206 79 1,255 199 308 21 486 769 929
ASSETS
GIVEN UNDER
OPERATING
LEASE/ RENTAL
Construction
Equipment 1,235 4,160 - 5,395 82 364 - 446 4,949 1,153
Vehicles 46 648 3 691 1 78 - 79 612 45
Plant &
Machinery - 269 - 269 - 38 - 38 231 -
INTANGIBLE
FIXED ASSETS
Goodwill 7,600 204 - 7,804 - - - - 7,804 7,600
Software 160 50 - 210 43 48 - 91 119 117
Total 12,281 7,307 125 19,463 691 1,380 28 2,043 17,420 11,590
Previous
financial year 8,735 3,546 - 12,281 67 624 - 691 11,590
Capital work in progress (including capital advances Rs 346 Lakhs ) (as at March 31, 2009 Rs 35 Lakhs ) 879 624
18,299 12,214
43

INVESTMENTS As at As at
March 31, 2010 March 31, 2009
LONG TERM INVESTMENTS
Investments in Subsidiaries
Unquoted :
Investment in Equity Shares 28,519 19,581
Investments in Associates
Unquoted :
Investment in Preference Shares 2,650 3,850
Investment in Venture Capital Units 225 -
Investments in Others
Quoted :
Investment in Preference Shares - 9
Investment in Debentures 11,306 1
Investment in Government Securities 5,074 -
Unquoted :
Investment in Bonds - 1,000
Investment in Preference Shares 7,614 5,614
Investment in Debentures 35,885 -
Investment in Pass Through Certificates 13,434 7,293
Less: Provision for diminution in value of long term investments (1,659) (1,000)
CURRENT INVESTMENTS
Quoted :
Investment in Government Securities - 962
Unquoted :
Investment in Commercial Paper 11,723 -
Investment in Units of Mutual Funds - 177,500
181,175 295,866
44
INVESTMENTS Face Value No. of As at As at
Per Unit Units March 31, March 31,
Rs. 2010 2009
Unquoted :
Investment in Equity Shares
Tata Securities Limited 10 1,514,024 9,112 8,337
Tata Capital Markets Limited 10 21,000,000 2,100 2,100
TC Travel & Services Limited 10 25,000,000 2,500 2,500
Tata Capital Housing Finance Limited 10 40,000,000 4,000 1,000
Tata Capital Pte Limited SGD 1 32,282,000 10,807 5,644
28,519 19,581
Unquoted :
e-Nxt Financials Limited (Company
under the same management) 10 1,200,000 120 120
Hemisphere Properties India Limited 10 25,000 3 3
QuikJet Cargo Airlines Private Limited 10 15,272,727 1,680 1,680
Tata Autocomp Systems Limited 10 48,307,333 18,528 18,528
Precision Camshafts Limited 100 80,394 2,388 2,388
22,719 22,719
Investment in Preference Shares
8% e-Nxt Financials Limited-Cumulative
Redeemable Preference Shares(Trade) 10 15,000,000 1,500 1,500
(Company under the same management)
16.55% Precision Camshafts Limited
Optionally Convertible Cumulative
Redeemable Preference Shares 100 884,616 1,150 2,350
2,650 3,850
Investment in Venture Capital Units
Tata Capital Special Situation Fund 225 -
225 -
25,594 26,569
Quoted :
The Indian Hotels Company Limited 10 12,000 9 9
Hindustan Unilever Limited 1 2,000 5 5
Development Credit Bank Limited 10 6,587,210 6,917 6,917
Tata Motors Limited - - - 15,000
45

SCHEDULE “6”(Continued) Rs in Lakhs
Rs. 2010 2009
Steel Strips Wheels Limited 10 507,614 1,000 1,000
Praj Industries Limited 2 13,422,400 16,577 16,577
Tata Consultancy Services Limited
(Company under the same management) 200 - -
Tata Steel Limited 10 13,500 100 91
24,608 39,599
Tata Steel Limited - - - 9
- 9
Investment in Debentures
7.15% Rural Electrification
Corporation Limited 1,000,000 200 2,000 -
10% ABK Consultants Private Ltd 10,000,000 67 6,700 -
10.75% Indiabulls Financial
Services Limited 1,000,000 150 1,528 -
12.50%Deccan Chronicle
Holdings Limited 10,000,000 10 1,077 -
6% The Indian Hotels Company Limited 100 1,000 1 1
11,306 1
Investment in Government Securities
6.07% GOI 2014 1,481 -
6.49% GOI 2015 499 -
6.90% GOI 2019 1,504 -
7.94% GOI 2021 1,590 -
5,074 -
Unquoted :
Investment in Bonds
12.50% Steel Strips Wheels Limited
Optionally Convertible Bonds - - - 1,000
- 1,000
H V Axles Limited 10 6,750,000 10,109 10,109
H V Transmissions Limited 10 6,000,000 6,220 6,220
Lands End Properties Limited 10 1,990,000 199 -
Indo Schottel Auto Parts Pvt Limited 10 223,162 1,602 1,602
International Asset Reconstruction
Company Private Limited 10 6,723,860 807 807
Adithya Automotives Private Limited 10 1,396,500 140 -
Aricent Technologies Holdings Limited
(formerly Flextronics Software
Systems Limited) * 10 8 - -
19,077 18,738
46
SCHEDULE “6” (Continued) Rs in Lakhs
Rs. 2010 2009
5% International Asset Reconstruction
Company Private Limited-Cumulative
Compulsory Convertible Preference Shares 10 4,034,316 1,614 1,614
12% KCP Limited-Cumulative Redeemable
Preference Shares 10 20,000,000 2,000 -
32% Indo Schottel Auto Parts Pvt Limited
Optionally Convertible Cumulative
Redeemable Preference Shares 10 10,000,000 4,000 4,000
7,614 5,614
14% Ind Swift Laboratories Limited 100 1,385,000 1,385 -
15% Gangakhed Sugar and Energy Limited 30 10,000,000 3,000 -
Mission Holdings Private Limited 100 4,000,000 4,000 -
10.90% Tata Motor Finance Limited 500,000 400 2,000 -
11.15% JBF Industries Limited 100,000 500 500 -
11.75% Sky Deck Properties &
Developers Pvt. Ltd. 1,000,000 2,500 25,000 -
35,885 -
Investment in Pass Through Certificates
Auto TR Mix Pool A (Nov 2007 - A2
PTC 06NV07) - - 2,145
Auto TR Mix Pool A (Nov 2007 - A3
PTC 06NV07) 60 3,002 5,148
IIER Trust June 2009 175 10,432 -
13,434 7,293
Less: Provision for diminution in
value of long term investments (1,659) (1,000)
115,339 71,254
CURRENT INVESTMENTS
Quoted :
6.05% GOI 2019 - - 962
- 962
Unquoted :
Investment in Commercial Paper
ABG Shipyard Limited 500,000 700 3,354 -
JM Financial Products Private Limited 500,000 500 2,463 -
Muthoot Fincorp Limited 500,000 300 1,486 -
Patel Engineering Ltd 500,000 500 2,459 -
47

Rs. 2010 2009
SKS Microfinance Limited 500,000 400 1,961 -
11,723 -
Investment in Units of Mutual Funds
Canara Robeco Liquid-Super
Institutional-Growth - - 17,500
DWS Insta Cash Plus Fund Super
Institutional Plan-Growth - - 19,000
ICICI Prudential Liquid Plan
-Super Institutional Growth Option - - 2,500
Kotak Liquid-Institutional Premium
Plan - Growth - - 10,000
LICMF Liquid Fund-Growth - - 45,000
Principal Cash Management-Liquid
Option-Insti Premium - Growth - - 17,500
Tata Liquid Super High Investment
Plan - Appreciation - - 47,000
UTI MMF - Growth Plan - - 19,000
- 177,500
11,723 178,462
181,175 295,866
Book value of Quoted investments 39,329 39,571
Market value of Quoted investments 30,892 18,235
Book value of Unquoted investments 141,846 256,295
Note :
1) All investments are non-trade unless otherwise stated.
2) * amount less than Rs. 50,000.
3) For purchases and sales during the year refer note B (24) of Schedule 20.
48
SUNDRY DEBTORS As at As at
March 31, 2010 March 31, 2009
(Unsecured)
(a) Over six months (Outstanding but not due)
(i) Considered good 50 133
(ii) Considered doubtful - -
(b) Others
(i) Considered good (Refer Note 1 below) 1,039 2,521
(ii) Considered doubtful - -
1,089 2,654
Note :
1) Includes amount receivable from subsidiary company, viz. Tata Capital Pte Advisors Limited Rs 262
Lakhs (Previous Year Rs 1,004 Lakhs).

CASH AND BANK BALANCES As at As at
March 31, 2010 March 31, 2009
(a) Cash on hand 231 45
(b) Cheques on hand 1,647 837
(c) Bank Balances with Scheduled Banks
In Current accounts 333 3,529
In Deposit accounts (Refer Note below) 166 47,001
2,377 51,412
Note:
Includes unutilised proceeds of Non Convertible Debentures Rs. Nil (Previous Year Rs 30,000 Lakhs).
49

LOANS AND ADVANCES - FINANCING ACTIVITY As at As at
March 31, 2010 March 31, 2009
SECURED
(a) Secured Loans
(i) Considered good 578,568 493,084
(ii) Considered doubtful 4,813 2,293
583,381 495,377
Less: Provision for doubtful loans 4,813 2,293
578,568 493,084
(b) Assigned Receivables 153,500 140,671
732,068 633,755
UNSECURED
(a) Unsecured Loans
(ii) Considered doubtful 727 73
228,106 158,678
Less: Provision for doubtful loans 727 73
227,379 158,605
(b) Bills of Exchange
(ii) Considered doubtful 373 -
53,493 16,825
Less: Provision for doubtful loans 373 -
53,120 16,825
(c) Inter Corporate Deposits:
-Subsidiaries 1,767 -
-Others 1,500 1,614
283,766 177,044
1,015,834 810,799
Notes:
1) Secured loans and Assigned receivables are secured against hypothecation of the underlying assets,
mortgage of property, hypothecation of machinery and lien on shares.
2) Secured loans include Rs. 2,088 Lakhs (Previous year Rs. 495 Lakhs) being the value of equipment
repossessed, necessary provision for which is made.
50
LOANS AND ADVANCES - OTHERS As at As at
March 31, 2010 March 31, 2009
UNSECURED - considered good
(a) Advances recoverable in cash or in kind or for value to
be received (Refer Note 1 and 2 below) 5,813 2,444
(b) Security Deposits 4,438 3,636
(c) Receivables from subsidiary companies 194 693
(d) Loan to subsidiary - 164
(e) Advance payment of Income tax, net of provision 9,589 4,407
(f) Prepaid expenses 2,800 3,851
(g) Interest accrued 204 97
(h) Dividend Receivable from subsidiary - 105
23,038 15,397
Notes :
1) Includes Rs. 2,500 Lakhs paid towards debentures application money, pending allotment.
2) Dues from companies under the same management : Tata Consultancy Services Limited Rs. 84 Lakhs
(Previous year Rs. 444 Lakhs), maximum outstanding Rs. 444 Lakhs.

CURRENT LIABILITIES As at As at
March 31, 2010 March 31, 2009
(a) Sundry creditors
(i) Payable to Micro and Small Enterprises
[Refer note below] - -
(ii) Others 13,324 11,825
(b) Liability towards Investor Education and Protection fund
under Section 205C of the Companies Act, 1956
(not due as on 31.03.2010)
(i) Unclaimed debenture application money 15 1,255
(ii) Unclaimed interest on debenture application money 1 4
(c) Provision for mark-to-market on Derivative instruments 40 110
(d) Unearned income 1,686 1,127
(e) Interest accrued but not due on loans 18,977 3,947
(f) Security Deposits 923 330
(g) Other Liabilities 12,898 23,034
47,864 41,632
Note : On the basis of responses received against enquiries made by the Company, the amount of principal
outstanding in respect of Micro and Small Enterprises as at Balance sheet date is Rs Nil (Previous year Rs Nil).
51

PROVISIONS As at As at
March 31, 2010 March 31, 2009
(a) Provision for retirement and other employee benefit schemes 200 164
(b) Proposed Dividend (including dividend distribution tax ) 37 118
237 282

MISCELLANEOUS EXPENDITURE As at As at
(to the extent Not Written off or adjusted) March 31, 2010 March 31, 2009
(a) Opening balance of unamortised share issue expenses 288 345
Share issue expenses incurred during the year 76 91
Less: written off during the year 175 148
Closing balance of unamortised share issue expenses 189 288
(b) Opening balance of unamortised debenture issue expenses 5,529 -
Debenture issue expenses incurred during the year 1,044 5,661
Less: written off during the year 1,935 132
Closing balance of unamortised debenture issue expenses 4,638 5,529
(c) Opening balance of unamortised loan processing charges 410 -
Loan processing charges incurred during the year 20 604
Less: written off during the year 361 194
Closing balance of unamortised loan processing charges 69 410
4,896 6,227
52
SCHEDULES TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE
YEAR ENDED MARCH 31, 2010
INCOME FROM FINANCING ACTIVITY For the For the
Year Ended Year Ended
March 31, 2010 March 31, 2009
a) Interest Income (Tax deducted at source
Rs. 4,374.01 Lakhs, Previous Year Rs 2,521.73 Lakhs) 104,771 75,138
b) Income from Bill Discounting (Tax deducted at source
Rs. 269.59 Lakhs, Previous Year Rs. 28.54 Lakhs) 3,201 1,791
c) Others (Tax deducted at source Rs. 113.59 Lakhs,
Previous Year Rs. 391.33 Lakhs) 7,482 4,327
115,454 81,256

INVESTMENT INCOME For the For the
March 31, 2010 March 31, 2009
a) Dividend
(i) Dividend from Subsidiaries - 105
(ii) Dividend from other Long-Term Investments 926 574
(iii) Dividend from Mutual Funds [Current Investment] - 771
b) Profit on sale of Mutual Fund Investments
[Current Investment] 7,676 2,271
c) Profit on sale of Long-Term investments 2,722 10
d) Profit on sale of Government Securities
[Current Investment] 112 13
e) Interest on Bonds 2,964 125
f) Interest on Passthrough Certificates (Tax deducted at
source Rs 56.19 Lakhs, Previous Year Rs 93.43 Lakhs) 1,730 567
g) Interest on Government Securities 437 5
h) Interest on Commercial Paper 302 -
16,869 4,441

OTHER INCOME For the For the
March 31, 2010 March 31, 2009
a) Income from operating leases (Tax deducted at source
Rs 190.18 Lakhs, Previous Year Rs 49.46 Lakhs) 1,384 533
b) Income from services (Tax deducted at source Rs 212.61
Lakhs, Previous Year Rs 78.18 Lakhs) 3,640 2,656
c) Interest Income on Fixed Deposits (Tax deducted at source
Rs 19.07 Lakhs, Previous Year Rs 71.21 Lakhs) 95 314
d) Exchange gains/(losses) (126) 15
e) Miscellaneous Income (Tax deducted at source Rs 27.64
Lakhs, Previous Year Nil) 610 182
5,603 3,700
53
INTEREST For the For the
March 31, 2010 March 31, 2009
Interest Expenses
(a) On fixed period loans 72,216 40,843
(b) On others 759 3,851
(c) Discounting charges on commercial paper 10,312 15,226
(d) Discounting charges on debentures 958 755
84,245 60,675

EMPLOYEE COSTS For the For the
March 31, 2010 March 31, 2009
(a) Salaries, wages and bonus 10,932 6,572
(b) Contribution to provident fund, superannuation fund
and other funds 669 711
(c) Staff welfare expenses 945 594
12,546 7,877

OTHER OPERATING EXPENSES For the For the
Year ended Year ended
March 31, 2010 March 31, 2009
(a) Advertisement and Publicity 1,338 730
(b) Data Processing charges 130 43
(c) Donations 37 45
(d) Equipment hire charges 392 413
(e) Incentive / commission/ brokerage 2,559 1,960
(f) IT Outsourcing expenses 1,572 989
(g) Insurance charges 190 146
(h) Legal and Professional fees 1,301 1,844
(i) Loan Processing Fees 586 554
(j) Printing and stationery 317 209
(k) Provision for doubtful loans 3,529 1,619
(l) Provision for diminution in value of long term investments 659 1,000
(m) Power and fuel 312 247
(n) Repairs and Maintenance
(i) Buildings 103 77
(ii) AMC charges 697 517
(iii) Others 76 87
(o) Rent 2,461 2,159
(p) Rates and taxes 91 161
(q) Stamp charges 193 162
(r) Service providers’ charges 2,597 2,555
(s) Security charges 164 44
(t) Training and recruitment 190 318
(u) Telephone, telex and leased line 370 241
(v) Traveling and conveyance 1,145 1,195
(w) Write off - Loans and Advances 7,457 925
(x) Other expenses 1,290 896
29,756 19,136
54
Schedule annexed to and forming part of the Balance Sheet as at
March 31, 2010 and Profit and Loss account for the year ended March 31, 2010.
SCHEDULE 20
SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS
A. SIGNIFICANT ACCOUNTING POLICIES
1 . 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 Non-Banking Financial Companies (NBFC).
2 . 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.
3 . Revenue recognition
i . 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.
i i . 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 Company’s 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.
i i i . 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.
55
i v. Income from Finance Lease

Income from Finance lease is recognised on the basis of internal rate of return.
v. Income from retail 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
realization.
4 . Provisions for 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 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.
5 . Investments
Investments are classified into current investments and long-term investments.
i . Long-term investments:
Long-term investments are stated at cost. Provision for diminution is made to recognize a decline,
other than temporary, in the value of such investments.
i i . Current investments:
Current Investments are stated at the lower of cost or market value.
6 . Fixed Assets
i . 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.
i i . Intangible:
Acquired intangible assets are measured at cost less amortization.
Expenses on software support and maintenance are charged to profit and loss account during the
period in which such costs are incurred.
Advances given towards acquisition of fixed assets and the cost of assets not ready for use as at the
balance sheet date are disclosed under capital work-in-progress.
7 . 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.
56
Depreciation rates / Amortisation rates used by the Company are:
Asset Depreciation rates / Amortisation rates
Leasehold Improvements Lease Period
Construction Equipment 11.31 percent
Furniture and Fixtures Higher of 10 percent or rate determined based on period of lease
Computer Equipment 25 percent to 33.33 percent
Office Equipment 10 percent
Vehicles Own Vehicles - 23.75 percent Lease Vehicles - 22.50 percent
Software 25 percent
Building 4 percent
Plant & Machinery 25 percent
8. 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
Profit and Loss account on a straight-line basis over the lease term.
Assets given on operating lease are capitalized at cost. Rentals received or receivable by the Company
are recognised in the Profit and Loss account 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 internal rate of return
(‘IRR). The Principal amount received reduces the net investment in the lease and interest is recognised
as revenue.
9. Miscellaneous 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.
1 0 . 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
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.
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 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 employee’s 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 investments
of the trust and the notified interest rate. Such shortfall is charged to Profit and Loss account in the period
it is determined.
Actual gains or losses are accounted in the Profit and Loss account.
57
1 1 . Employees Share Purchase/Option 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.
1 2 . 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.
1 3 . 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 Profit and Loss Account 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.
1 4 . 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 Profit and Loss account. However,
net gain, if any, resulting on marking such derivative instruments to market is not recognised in the Profit
and Loss account 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.
1 5 . 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.
1 6 . Taxation
The Company’s income taxes include taxes on the Company’s 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.
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 utilized.
1 7 . Business segment
The company’s reportable segments consist of Financing, Investments and Others. Financing consists
of asset financing, term loans (corporate and retail), channel financing and bill discounting. Investments
58
consist of corporate investments and treasury activities. Others 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.
1 8 . Earning 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.
B. NOTES TO THE ACCOUNTS
1. During the year, the Company has transferred Rs. 1,026 lakhs (Previous year: Rs.95 lakhs) to Special
Reserve as prescribed by section 45-IC of the Reserve Bank of India Act, 1934. The amount transferred
to the Special Reserve is equivalent to 20% of the profit after taxes for the year.
2. During the year, the Company has created additional Debenture Redemption Reserve of Rs. 4,105 lakhs
(Previous Year: Rs.379 lakhs) to the extent of profit available after creation of Special Reserve as prescribed
by section 45-IC of the Reserve Bank of India Act, 1934.
3. Employee Stock Purchase / Option Scheme
a) 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 Trust is administered and acts through its Trustees.
b) The Company has 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.
c) The Company has provided finance of Rs. 6,904 lakhs to the Trust to enable it to finance the Company’s
shares subscribed for by it.
d) 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.
e) As on March 31, 2010, no employee has exercised the right to acquire shares under ESOP Scheme.
4. 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 As at As at
March 31, 2010 March 31, 2009
Income Tax (Pending before Appellate authorities in respect
of which the Company is in appeal) 4 Nil
ii. Outstanding Letter of credit amounting to Rs.4,369 lakhs (as at March 31, 2009: Rs. 1,702 lakhs)
iii. Estimated amount of contracts remaining to be executed on capital account and not provided
for Rs.5,422 lakhs (as at March 31, 2009: Rs.105 lakhs).
59
iv. The Company has undertaken to provide continued financial support to its Associate e-Nxt Financials
Limited.
v. Commitment to invest in Tata Capital Special Situation Fund amounting to Rs. 7,275 lakhs.
vi. Commitment to invest in Tata Capital Health Care Fund amounting to Rs. 10,000 lakhs.
vii. Commitment to invest in Tata Capital Growth Fund amounting to Rs. 25,000 lakhs.
viii. Commitment to invest in Tata Capital Innovation Fund amounting to Rs. 7,500 lakhs.
5. 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 As at
March 31, 2010 March 31, 2009
Deferred Tax Asset
Deferred tax assets on account of carry forward of
unabsorbed depreciation and business loss - 1,333
Deferred tax assets on account of provisions for
non-performing assets 1,805 648
Other deferred tax assets 202 198
Deferred Tax Liability
Deferred tax liabilities on account of depreciation on
fixed assets (84) (75)
Deferred tax liabilities on account of Debenture issue
expenses (1,209) (1,879)
Net Deferred Tax Asset 714 225
6 . 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 internally managed. 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 employee’s salary.
The Company recognised a charge of Rs. 418 lakhs (Previous year Rs 345 lakhs) for provident fund and
family pension fund contribution and Rs 163 lakhs (Previous year Rs.147 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 employee's
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 Profit and Loss account.
60
Reconciliation of Benefit Obligations and Plan Assets
(Rs. in lakhs)
2009-10 2008-09
Change in Defined Benefit Obligation
Opening Defined Benefit Obligation 507 192
Current Service Cost 113 37
Acquisition Adjustment - -
Interest Cost 43 16
Actuarial Losses / (Gain) 112 262
Benefits Paid (2) -
Closing Defined Benefit Obligation 772 507
Experience Gain / (Loss) adjusted on plan assets (91) (269)
Change in the Fair Value of Assets
Opening Fair Value of Plan Assets 544 192
Expected Return on Plan Assets 53 29
Actuarial Gains / (Losses) 56 (27)
Inter-Company allocations - (5)
Contributions by Employer 230 350
Benefits paid (2) -
Closing Fair Value of Plan Assets * 880 539
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 880 539
Present value of the defined obligations at the end of the year 772 507
Funded status [Surplus / (Deficit)] 108 32
Unrecognised past service cost - -
Net Asset /(Liability) recognised in the balance sheet 108 32
Net Gratuity cost for the year ended March 31, 2010
Service Cost 113 37
Interest on Defined benefit Obligation 43 16
Expected return on plan assets (53) (29)
Net actuarial gain recognised in the year 56 289
Net Gratuity Cost 159 313
Assumptions
Discount Rate 8.23% 8.50% p.a
Expected Rate of Return on Plan Assets 8.00% p.a 8.00% p.a
Salary Escalation Rate 7.50% p.a for 7.50% p.a for
first 5 years and first 5 years and
5% thereafter. 5% thereafter.
* 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 Company expects to contribute approximately Rs. 130 lakhs to the gratuity fund in the year ending
March 2011.
61
7 . 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 Tata Sons Limited
Subsidiaries Tata Securities Limited
Tata Capital Markets Limited
Tata Capital Pte. Limited
TC Travel & Services Limited
Tata Capital Housing Finance Limited
Indirect Subsidiaries Tata Capital Markets Pte. Limited
Tata Capital Advisors Pte. Limited
Tata Capital Plc (w.e.f. November 10, 2009)
T Sec Commodities Broking Ltd. (w.e.f. October 26, 2009)
Associates e-Nxt Financials Limited
Hemisphere Properties India Limited
Quikjet Cargo Airlines Private Limited
Tata AutoComp Systems Limited
Precision Camshafts Limited
Tata Capital Special Situation Fund
Fellow Subsidiaries Tata Sky Limited
(with which the company Tata Teleservices (Maharashtra) Limited
had transactions) Tata Teleservices Limited
Tata AIG General Insurance Company Limited
Tata AIG Life Insurance Company Limited
Wireless TT & Info Services Limited
Tata Housing Development Company Limited
Infiniti Retail Limited
Key Management Personnel Mr. Praveen P Kadle
ii. Transactions with related parties
(Rs. in lakhs)
Sr. No. Party Name Nature of transaction 2009-10 2008-09
1 Tata Sons Limited

(Holding Company) a) Equity Shares issued during the year - 10,000
b) Purchase of Credit Card Business
- Purchase consideration 130 -
- Reimbursement of service tax
and TDS liability 4 -
c) Expenditure
- Brand Equity Contribution 353 30
- Other charges 20 13
d) Leave liability transferred - 2
e) Fixed Assets purchased - 2
f) Balance Receivable / (Payable) (356) (30)
62
2 Tata Securities Limited a) Equity Shares subscribed 775 2,225

(Subsidiary Company) b) Inter-corporate deposits (ICDs)
given during the year 49,060 3,460
c) Income
- Interest income on ICDs given 131 22
d) Expenses
- Brokerage expenses 53 188
e) Re-imbursement of Expenses
- Rent 70 -
- Depreciation 43 -
- Other Costs 32 -
f) Purchase of Retail Distribution

Business 204 -
g) Balance Receivable
- ICD outstanding 1,725 -
- Towards expenses incurred on
their behalf 47 45
- Interest on ICD receivable 42 -
3 Tata Capital Markets a) Equity shares subscribed - 1,500

Limited b) Expenditure - Professional services 365 305
(Subsidiary Company) c) Income
- Dividend - 105
- Distribution income 32 -
d) Balance Receivable / (Payable)

- Towards services received and
expenses incurred on their behalf 50 (98)
- Dividend receivable - 105
4 Tata Capital Pte. Limited a) Equity shares subscribed 5,163 5,644

(Subsidiary Company) b) Loan given - 164
c) Balance Receivable
- Towards expenses incurred on 54 322
their behalf
- Loan outstanding - 164
5 Tata Capital Advisors a) Revenue

Pte. Limited - Advisory fees 1,076 1,004
(Subsidiary Company) b) Receivable
- Towards advisory fees 261 1,012
63

6 TC Travel and Services a) Equity shares subscribed during
Limited the year - 2,500
(Subsidiary Company) b) ICD given during the year 100 -
c) Interest on ICD 0# -
d) Expenses - Travel related services 380 75
e) Balance Receivable / (Payable) (18) 3
7 Tata Capital Housing a) Investment

Finance Limited - Equity shares subscribed 3,000 1,000
(Subsidiary Company)
b) Inter-corporate deposits (ICDs) given 2,295 -
c) Income
- Interest income on ICDs given 14 -
d) Sale of Fixed Assets 9 -
e) Balance Receivable
- Towards expenses incurred
on their behalf 10 73
8 e-Nxt Financials Limited a) Investment

(Associate Company) - Preference shares subscribed - 1,500
b) Loan given
- Inter-corporate deposit 1,500 -
- Term Loan - 1,630
c) Income
- Interest income on ICD given 165 166
- Interest income on loan given
(Including processing fees) 106 142
d) Expenditure
- Service providers’ charges 1,889 1,828
- Other Cost 265 -
e) Balance Receivable / (Payable)

- ICD outstanding 1,500 1,582
- Loan outstanding 0# 884
- Interest on ICD receivable - 32
- Balance receivable / (payable) 1,133 (76)
9 Quikjet Cargo Airlines a) Investment

Private Limited - Equity shares subscribed - 1,680
(Associate Company) b) ICD received and repaid during
the year - 2,000
c) Interest expense on ICD received - 74
64
10 Tata AutoComp a) Investment
Systems Limited - Equity shares subscribed - 2,416
(Associate Company) b) Loan given
- Term Loan 5,000 -
- Bill Discounting 1,352 -
c) Income
- Term Loan 427 -
- Bill Discounting 54 -
d) Loan outstanding
- Term Loan 5,000 -
- Bill Discounting 1,352 -
11 Precision Camshaft a) Investment

Limited - Equity shares subscribed - 1,238
(Associate Company) - Preference shares redeemed 1,200 -
b) Dividend Income
- Equity Shares 8 -
- Preference Shares 436 -
c) Loan given - 200
d) Interest income on loan 7 38
e) Loan outstanding - 164
12 Tata Capital Special a) Investment made during the year 225 -

Situation Fund – b) Income - Management fee 688 -
(Associate Company) c) Balance receivable
- Management Fee 150 -
- Expenses paid on their behalf 60 -
13 Tata Sky Limited a) Loan given during the year 10,999 1,648
(Fellow Subsidiary) b) Interest received on loan given 270 65
c) Loan outstanding 3,958 453
14 Tata Teleservices a) Expenditure

(Maharashtra) Limited - Communication Expenses 143 72
(Fellow Subsidiary) b) Loan given during the year 4,000 2,000
c) Income - Interest income on Loan 107 21
d) Loan outstanding 2,000 -
15 Tata Teleservices Limited a) Expenditure

(Fellow Subsidiary) – Communication Expenses 101 52
b) Income from Lease Rental 93 -
65
16 Tata Consultancy a) Expenditure

Services Limited - IT outsourcing 1,515 989
(Fellow Subsidiary) - Other Expenses 47 -
b) Fixed Assets- Software customisation

charges 40 248
c) Balance Receivable / (Payable) (44) 201
17 Wireless TT and Info a) Loan given during the year 10,000 -

Services Limited b) Income
(Fellow Subsidiary) - Interest income on loan given
(Including Processing fees) 185 442
c) Outstanding loan 10,000 -
18 Tata AIG General a) Expenditure

Insurance Company - Insurance Expenses 13 82
Limited b) Claims received during the year 1 -
(Fellow Subsidiary)
19 Tata AIG Life Insurance a) Income-Referral Fees 60 -

Company Limited b) Balance Receivable 7 -
(Fellow Subsidiary)
20 Tata Housing a) Income

Development Company - Referral Fees 1 -
Limited b) Balance Receivable 1 -
(Fellow Subsidiary)
21 Infiniti Retail Limited a) Loan given during the year 2,000 -

(Fellow Subsidiary) b) Income
- Interest income on loan given 58 -
22 Key Management a) Remuneration to KMP 256 100

Personnel (KMP) (Refer note 8 below)
b) Issue of Non-convertible
debentures/ Subordinate Bonds 20 55
c) Interest on Non – convertible

debentures (Including interest
on application money) 8 1
d) Outstanding Debentures 75 55
# Amount less than Rs. 50,000/-

66
8. Managerial Remuneration
(Rs. in lakhs)
Particulars 2009-10 2008-09
Salary (including Company contribution to Provident and
Superannuation Funds) 85 85
Incentive Remuneration 150 -
Estimated value of perquisite and allowance 21 15
Total Remuneration * 256 100
*Information relating to the payment to Managing Director does not include payment for Gratuity and
Leave Encashment which is provided for group of employees on an overall basis.
Mr. Praveen P. Kadle was appointed as the Managing Director of the Company for a period of 5 years
with effect from September 18, 2007. In view of inadequate profits in terms of Schedule XIII to the
Companies Act, 1956, the approval of the Central Government was sought for payment of remuneration
to Mr. Kadle with effect from that date. The said approval for the period of five years was received vide letter
dated February 14, 2008 authorising the Company to pay maximum remuneration of Rs. 277 lakhs per annum.
9 . Auditors’ Remuneration (excluding Service Tax):
(Rs. in lakhs)
Audit Fees 55.00 46.00
Tax Audit Fees 5.00 5.00
Other Services 24.00 31.60
Out of Pocket Expenses 1.00 1.00
(Auditors remuneration is included in other expenses in Profit and Loss account)
1 0 . 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 As at As at
March 31, March 31,
2010 2009
- Within one year 1,050 2,064
- Later than one year and not later than five years 268 1,135
- Later than five years - -
The amount charged towards lease rentals (as part of Rent expenditure) is Rs. 2,336 lakhs (Previous
year: Rs.2,040 lakhs).
The details of Gross investments, unearned finance income in respect of assets given under finance
lease are as under:
Gross Investments:
- Within one year 171 -
- Later than one year and not later than five years 582 -
Total 753 -
67

Unearned Finance Income:
Total 209 -
Present Value of Rentals:
Total 544 -
1 1 . Earnings per Share (EPS):
Profit after tax Rs. in lakhs 5,131 474
Less: Preference dividend (including Dividend
distribution tax) Rs. in lakhs 37 118
Profit after tax for Basic EPS Rs. in lakhs 5,094 356
Weighted average number of Equity shares used
in computing Basic earnings per share Nos 1,190,277,245 627,181,355
Face value of equity shares Rupees 10 10
Basic earnings per share Rupees 0.43 0.06
Profit after tax for Basic EPS Rs. in lakhs 5,094 356
Add: Preference dividend on Compulsorily
Convertible Non-Cumulative Preference shares Rs. in lakhs 37 118
Profit after tax for diluted EPS Rs. in lakhs 5,131 474
Weighted Average Number of Equity Shares used
in computing Basic earnings per share Nos 1,190,277,245 627,181,355
Add: Potential weighted average number of Equity
shares that could arise on conversion of preference
shares Nos 897,340,925 1,410,847,774
shares allotted to ESOP Trust Nos 1,042,192 -
Weighted average number of shares in computing
Diluted earnings per share Nos 2,088,660,362 2,038,029,129
Face value of equity shares Rupees 10 10
Diluted earnings per share Rupees 0.24 0.02
68
1 2 . Income in Foreign Currency
(Rs. in lakhs)
Monthly retainership fees 1,102 1,004
Advisory fees 146 133
1 3 . Expenditure in Foreign Currency (Subject to deduction of tax wherever applicable)

(Rs. in lakhs)
Professional Fees 9 150
Retainer charges / Stipend 42 63
Subscription charges 7 -
Training expenses - 14
Conference charges 2 3
Traveling and conveyance 41 6
Sponsorship charges 6 5
Miscellaneous expenses 3 2
1 4 . Remittance in foreign currencies for dividends

(Rs. in lakhs)
Number of Non- Resident Shareholders 1 1
Number of Preference Shares * 982,587,500 141,75,87,500
Gross Dividend 98.26 5.00
* 0.1% Non-Cumulative Compulsorily Convertible Class A Preference Shares of Rs.10 each.
1 5 . The Company has received intimation from some “suppliers” regarding their status
under the Micro, Small and Medium Enterprises Development Act, 2006. Based on
the intimation received, there are no amounts unpaid as at the year end.
1 6 . Financial and Derivative Instrument

Derivative contracts entered into by the Company and outstanding as on March 31, 2010
(Rs. in lakhs)
Particulars March 31, March 31,
2010 2009
Interest Rate Swaps (net) 2,500 5,000
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. 71 lakhs (Previous
Year: Rs. 110 lakhs) to the Profit and Loss account in respect of derivative contracts outstanding as on
March 31, 2010.
69
17. 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)
Financing Activity Investment Activity Others Total
2009-10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09
Revenue
External Sales 120,325 82,392 13,493 3,732 4,108 3,273 137,926 89,397
Inter Segment
Sales - - - - - - - -
Total Revenue 120,325 82,392 13,493 3,732 4,108 3,273 137,926 89,397
Result
Segment Result 8,299 6,447 5,938 11 1,757 1,166 15,994 7,624
Unallocated
Corporate
Expenses 8,467 7,013
Profit before tax 7,528 611
Tax 2,397 137
Net Profit 5,131 474
Other
Information
Segment Assets 10,96,132 839,138 96,757 311,201 1,070 2,643 11,93,959 11,52,982
Segment
Liabilities 10,21,988 976,228 56 110 508 - 10,22,552 976,338
Segment
Capital
Employed 74,144 (137,090) 96,701 311,091 562 2,643 171,407 176,644
Unallocated
Corporate Assets 49,885 36,028
Unallocated
Corporate
Liabilities 9,338 7,439
Total Capital
Employed 211,955 205,233
Capital
Expenditure 5,077 970 - - 2,485 2,765 7.562 3,735
Depreciation &
Amortisation 801 70 - - 579 554 1,380 624
Non Cash
expenses other
than depreciation 10,986 2,526 659 1,000 - - 11,645 3,526
70
18. Disclosure of amounts at the year end and the maximum amount of loans/advances/
investments outstanding during the year as required under the Debenture Listing Agreement.
a. Details of Loans and advances in the nature of loans
(Rs. in lakhs)
Particulars Outstanding Maximum
Balance balance outstanding
March 31, March 31,
2010 2009 2009-10 2008-09
1. Loans and advances in the nature
of loans to Subsidiaries
a. Tata Securities Limited 1,725 - 14,525 100
b. Tata Capital Pte. Limited - 164 164 164
c. T C Travel and Services Limited - - 100 -
d. Tata Capital Housing Finance Limited - - 1,390 -
2. Loans and advances in the nature of
loans to Associates
a. e-Nxt Financials Limited 1,500 2,466 4,055 3,330
b. Tata Autocomp Systems Limited 6,352 - 6,352 -
3. Loans and advances in the nature of
loans where
a. the repayment schedule or repayment
beyond seven years - - - -
b. there is no interest or interest below section
372A of the Companies Act, 1956
i. Tata Capital Pte. Limited - 164 164 164
4. Loans to firms / companies in which the
directors are interested - - - -
19. In February, 2009, the Company made a public issue of secured non-convertible debentures
(NCDs) aggregating Rs.150,000 lakhs. The particulars of the proceeds of the NCDs and its
utilization are as under:
(Rs. in lakhs)
Opening Balance of unutilized proceeds 26,178 -
Amount received out of issue of debentures - 150,000
Less: Issue expenses - 5,661
Net Proceeds 26,178 144,339
Utilisation of funds
Financing activities including lending and investments 11,178 50,661
Repayment of existing loans 15,000 67,500
Total 26,178 118,161
Balance unutilised proceeds have been temporarily invested in
Fixed deposits with the banks NIL 26,178*
Total Nil 26,178
* Excludes deposit held for meeting outstanding issue expense.
71
20. The Company has issued secured redeemable non convertible debentures of face value of
Rs.10 lakhs each on a private placement basis of which Rs. 170,356 lakhs is outstanding as on
March 31, 2010, the details of which are set out below:
(Rs. in lakhs)
Issue Date Description of Secured Coupon Number Out- Redemption Date
Redeemable Non Rate of NCDs Standing
Convertible Debentures Amount*
(NCD)
August 27, 2008 TCL NCD ‘B’ FY 2008-09 12.29% 150 1,500 April 13, 2010
September 5, 2008 TCL NCD ‘I’ FY 2008-09 12.46% 500 5,000 April 5, 2010
October 13, 2008 TCL NCD ‘J’ FY 2008-09 13.47% 130 1,300 September 10, 2010
October 15, 2008 TCL NCD ‘K’ FY 2008-09 12.75% 340 3,400 October 15, 2010
November 28, 2008 TCL NCD ‘L’ FY 2008-09 14.00% 300 3,000 May 12, 2010
June 17, 2009 TCL NCD ‘A’ FY 2009-10 8.70% 1,100 11,000 June 17, 2011
June 17, 2009 TCL NCD ‘B’ FY 2009-10 8.75% 450 4,500 June 17, 2011
June 17, 2009 TCL NCD ‘C’ FY 2009-10 8.95% 1,000 10,000 December 17, 2011
July 6, 2009 TCL NCD ‘D’ FY 2009-10 7.65% 500 5,000 January 6, 2011
July 15, 2009 TCL NCD ‘E’ FY 2009-10 8.10% 500 5,000 March 25, 2011
July 15, 2009 TCL NCD ‘F’ FY 2009-10 8.25% 250 2,500 July 15, 2011
July 15, 2009 TCL NCD ‘G’ FY 2009-10 7.90% 500 5,000 March 25, 2011
July 20, 2009 TCL NCD ‘H’ FY 2009-10 8.00% 400 4,000 July 20, 2011
July 21, 2009 TCL NCD ‘I’ FY 2009-10 7.45% 300 3,000 January 21, 2011
July 27, 2009 TCL NCD ‘J’ FY 2009-10 8.00% 250 2,500 July 27, 2011
July 30, 2009 TCL NCD ‘K’ FY 2009-10 7.45% 100 1,000 January 31, 2011
August 17, 2009 TCL NCD ‘L’ FY 2009-10 9.20% 200 2,000 August 18, 2014
August 28, 2009 TCL NCD ‘M’ FY 2009-10 8.20% 100 1,000 August 29, 2011
September 3, 2009 TCL NCD ‘N’ FY 2009-10 8.50% 100 1,000 September 3, 2012
September 2, 2009 TCL NCD ‘O’ FY 2009-10 8.35% 500 5,000 September 2, 2011
September 14, 2009 TCL NCD ‘P’ FY 2009-10 7.95% 500 5,000 March 14, 2011
September 23, 2009 TCL NCD ‘Q’ FY 2009-10 8.60% 400 4,000 April 23, 2012
October 5, 2009 TCL NCD ‘R’ FY 2009-10 7.65% 250 2,500 May 23, 2011
October 26, 2009 TCL NCD ‘S’ FY 2009-10 8.00% 100 1,000 April 14, 2011
November 20, 2009 TCL NCD ‘T’ FY 2009-10 7.75% 500 5,000 November 20, 2012
November 23, 2009 TCL NCD ‘U’ FY 2009-10 7.55% 150 1,500 November 22, 2011
November 25, 2009 TCL NCD ‘V’ FY 2009-10 8.40% 350 3,500 November 26, 2012
November 30, 2009 TCL NCD ‘W’ FY 2009-10 7.35% 1,000 10,000 November 30, 2011
December 1, 2009 TCL NCD ‘X’ FY 2009-10 8.25% 250 2,500 November 30, 2012
December 4, 2009 TCL NCD ‘Y’ FY 2009-10 7.35% 700 7,000 December 5, 2011
December 7, 2009 TCL NCD ‘Z’ FY 2009-10 7.40% 250 2,500 December 7, 2011
72
Issue Date Description of Secured Coupon Number Out- Redemption Date
Redeemable Non Rate of NCDs Standing
Convertible Debentures Amount*
(NCD)
December 7, 2009 TCL NCD ‘AA’ FY 2009-10 8.30% 250 2,500 December 7, 2012
December 14, 2009 TCL NCD ‘AB’ FY 2009-10 7.50% 500 5,000 December 14, 2011
January 15, 2010 TCL NCD ‘AC’ FY 2009-10 8.42% 500 5,000 January 15, 2013
January 22, 2010 TCL NCD ‘AD’ FY 2009-10 7.65% 500 5,000 January 23, 2012
January 27, 2010 TCL NCD ‘AE’ FY 2009-10 8.40% 250 2,500 January 28, 2013
January 28, 2010 TCL NCD ‘AF’ FY 2009-10 7.28% 500 5,000 July 28, 2011
January 28, 2010 TCL NCD ‘AG’ FY 2009-10 8.40% 250 2,500 January 28, 2013
February 22, 2010 TCL NCD ‘AH’ FY 2009-10 8.63% 500 5,000 February 22, 2013
February 22, 2010 TCL NCD ‘AI’ FY 2009-10 8.62% 500 5,000 February 22, 2013
February 22, 2010 TCL NCD ‘AJ’ FY 2009-10 8.60% 50 500 February 22, 2013
February 24, 2010 TCL NCD ‘AK’ FY 2009-10 7.45% 110 1,100 May 9, 2011
February 24, 2010 TCL NCD ‘AK’ FY 2009-10 7.45% 70 700 May 9, 2011
February 24, 2010 TCL NCD ‘AK’ FY 2009-10 7.45% 150 1,500 May 9, 2011
March 3, 2010 TCL NCD ‘AL’ FY 2009-10 7.75% 300 3,000 September 5, 2011
September 1, 2008 TCL NCD ‘F’ FY 08-09 Zero 500 4,856 June 30, 2010
Coupon
Bond
Total 170,356
*Net of unamortized discount of Rs. 144 lakhs
21. The Company has issued unsecured redeemable non convertible subordinated debentures (Tier
II Bonds) of which Rs. 87,082 lakhs is outstanding as on March 31, 2010, the details of which are
set out below:
(Rs. in lakhs)
Issue Date Description of NCD Coupon Number Out- Redemption Date
Rate of NCDs Standing
Amount*
August 4, 2009 TCL Tier II Bond ‘A’ FY
2009-10 10.50% 391 3,910 August 4, 2019
September 9, 2009 TCL Tier II Bond ‘B’ FY
2009-10 10.25% 1,704 17,040 September 9, 2019
October 28, 2009 TCL Tier II Bond ‘C’ FY
2009-10 10.25% 1,479 7,395 October 28, 2019
October 28, 2009 TCL Tier II Bond ‘D’ FY
2009-10 9.80% 1,580 7,900 October 28, 2019
December 15, 2009 TCL Tier II Bond ‘E’ FY
2009-10 10.25% 5,725 28,625 December 15, 2019
November 30, 2009 TCL Tier II Bond ‘F’ FY Zero
2009-10 Coupon
Bond 1,135 2,212 November 30, 2019
December 18, 2009 TCL Tier II Bond ‘G’ FY
2009-10 9.80% 3,000 15,000 December 18, 2019
December 24, 2009 TCL Tier II Bond ‘H’ FY
2009-10 9.95% 1,000 5,000 December 24, 2019
Total 87,082
*Net of unamortized discount of Rs. 3,463 lakhs
73
2 2 . Capital to Risk Assets Ratio (CRAR)

Items As at As at
March 31, March 31,
2010 2009
CRAR (%) 21.44% 17.06%
CRAR – Tier I Capital (%) 14.29% 17.06%
CRAR – Tier II Capital (%) 7.15% -
2 3 . Exposure to Real Estate Sector

(Rs. in lakhs)
Category 2009-10 2008-09
i) Direct Exposure
a) Residential Mortgages - 4,543 90
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 443 71
- Individual housing loans above Rs. 15 lakh 4,100 19
b) Commercial Real Estate - 38,748 30,570
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.
c) Investments in Mortgage Backed Securities (MBS) and other
securitized 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) 4,000 1,000
24. Particulars in respect of opening stock, purchases, sales and closing stock for
investments made during the year:
(Rs. in lakhs)
Investments Balance as on Purchased Sold / Redeemed Balance as on
(at cost) 31 Mar 2009 during the year during the year 31 Mar 2010
No. of Units Amount No. of Units Amount No. of Units Amount No. of Units Amount
Unquoted
Tata Capital Housing
Finance Limited 9,999,994 1,000 30,000,000 3,000 - - 39,999,994 4,000
Tata Capital Markets Limited 21,000,000 2,100 - - - - 21,000,000 2,100
Tata Capital Pte Limited 16,730,000 5,644 15,552,000 5,163 - - 32,282,000 10,807
Tata Securities Limited 1,387,389 8,337 126,635 775 - - 1,514,024 9,112
74
Notes to Accounts (Contd.) (Rs. in lakhs)
Investments Balance as on Purchased during Sold / Redeemed Balance as on

TC Travel & Services Limited 25,000,000 2,500 - - - - 25,000,000 2,500

Sub Total 19,582 8,938 - 28,519
Unquoted
Hemisphere Properties
India Limited 25,000 3 - - - - 25,000 3
Precision Camshafts Limited 80,394 2,388 - - - - 80,394 2,388
QuikJet Cargo Airlines
Private Limited 15,272,727 1,680 - - - - 15,272,727 1,680
Tata Autocomp
Systems Limited 48,307,333 18,528 - - - - 48,307,333 18,528
e-Nxt Financials
Limited (Trade) 1,200,000 120 - - - - 1,200,000 120
22,718 - - 22,718
Investment in
Preference Shares
Precision Camshafts Limited 1,807,692 2,350 - - 923,076 1,200 884,616 1,150
e-Nxt Financials
Limited (Trade) 15,000,000 1,500 - - - - 15,000,000 1,500
3,850 - 1,200 2,650
Investment in Venture
Capital Units
Tata Capital Special
Situation Fund - Trust - - - 225 - - 225
225 - 225
Sub Total 26,568 225 1,200 25,593
Quoted
Development Credit
Bank Limited 6,587,210 6,917 - - - - 6,587,210 6,917
Hindustan Unilever Limited 2,000 5 - - - - 2,000 5
Praj Industries Limited 13,422,400 16,577 - - - - 13,422,400 16,577
Steel Strips Wheels Limited 507,614 1,000 - - - - 507,614 1,000
Tata Consultancy
Services Limited 200 0* - - - - 200 0*
Tata Motors Limited 4,411,765 15,000 - - 4,411,765 15,000 - -
Tata Steel Limited 12,000 91 1,500 9 - - 13,500 100
The Indian Hotels
Company Limited 12,000 9 - - - - 12,000 9
39,597 9 15,000 24,606
Investment in
Preference Shares
Tata Steel Limited 9,000 9 - - 9,000 9 - -
9 - 9 -
ABK Consultants
Private Limited - - 67 6,700 - - 67 6,700
Deccan Chronicle
Holdings Limited - - 10 1,078 - - 10 1,078
HDFC Limited - - 500 5,000 500 5,000 - -
Indiabulls Financial
Services Limited - - 150 1,529 - - 150 1,529
75

Rural Electrification
Corporation Limited - - 200 2,000 - - 200 2,000
Shriram Transport Limited - - 156,603 1,566 156,603 1,566 - -
Tata Motors Limited - - 400 4,006 400 4,006 - -
Tata Steel Limited - - 50 509 50 509 - -
The Indian Hotels
Company Limited 1,000 1 - - - - 1,000 1
1 22,388 11,081 11,308
Investment in Government
Securities
6.07% GOI 2014 - 1,480 - 1,480
6.49% GOI 2015 - 499 - 499
6.90% GOI 2019 - 1,504 - 1,504
7.94% GOI 2021 - 1,590 - 1,590
- 5,074 - 5,074
Unquoted
Investment in Bonds
Steel Strips Wheels Limited 100,000,000 1,000 - - 100,000,000 1,000 - -
1,000 - 1,000 -
Adithya Automotives
Private Limited - - 14 140 2,000 0* (1,986) 140
Aricent Technologies
Holdings Limited 8 0* - - - - 8 0*
H V Axles Limited 6,750,000 10,109 - - - - 6,750,000 10,109
H V Transmissions Limited 6,000,000 6,220 - - - - 6,000,000 6,220
Indo Schottel Auto
Parts Pvt Limited 223,162 1,602 - - - - 223,162 1,602
International Asset
Reconstruction
Company Pvt Ltd 6,723,860 807 - - - - 6,723,860 807
Lands End Properties Limited - - 1,990,000 199 - - 1,990,000 199
18,738 339 - 19,076
Investment in
Preference Shares
Indo Schottel Auto
Parts Pvt Limited 10,000,000 4,000 - - - - 10,000,000 4,000
International Asset
Reconstruction
Company Pvt Ltd 4,034,316 1,614 - - - - 4,034,316 1,614
KCP Limited - - 20,000,000 2,000 - - 20,000,000 2,000
5,614 2,000 - 7,614
Gangakhed Sugar
and Energy Limited - - 10,000,000 3,000 - - 10,000,000 3,000
Ind Swiff Laboratories Limited - - 1,500,000 1,500 115,000 115 1,385,000 1,385
JBF Industries Limited - - 500 500 - - 500 500
Mission Holdings
Private Limited - - 4,000,000 4,000 - - 4,000,000 4,000
Sky Deck Properties &
Developers Pvt. Ltd. - - 2,500 25,000 - - 2,500 25,000
Tata Motor Finance Limited - - 400 2,000 - - 400 2,000
Venturebay Consultants
Private Limited - - 15,000,000 15,000 15,000,000 15,000 - -
- 51,000 15,115 35,885
76

Investment in Pass
Through Certificates
Auto TR Mix Pool A (Nov 2007
- A2 PTC 06NV07) 40 2,145 - 30 40 2,175 - -
Auto TR Mix Pool A (Nov 2007
- A3 PTC 06NV07) 60 5,148 - 175 - 2,321 60 3,002
IIER Trust June 2009 - - 175 17,581 - 7,149 175 10,432
7,293 17,786 11,645 13,434
Provision for Diminution in
value of Long Term Investments - (1,000) - (659) - - - (1,659)
Sub Total 71,252 97,937 53,851 115,337
Current Investments
Quoted
Investment in
Government Securities
6.35% GOI 2020 - - - 1,442 - 1442 - -
7.35% GOI 2024 - - - 498 - 498 - -
7.56% GOI 2014 - - - 2,862 - 2,862 - -
7.59% GOI 2016 - - - 1,563 - 1,563 - -
6.07% GOI 2014 - - - 1,013 - 1,013 - -
6.49% GOI 2015 - - - 7 - 7 - -
6.90% GOI 2019 - - - 14 - 14 - -
7.94% GOI 2021 - - - 1,073 - 1,073 - -
6.05% GOI 2019 - 962 - 1,960 - 2,922 -
962 - 10,432 - 11,394 -
Unquoted
Investment in
Commercial Papers
ABG Shipyard Limited - - 700 3,355 - - 700 3,355
Gammon India Limited - - 300 1,500 300 1,500 - -
JK Cements Limited - - 300 1,500 300 1,500 - -
JM Financial Products
Private Limited - - 1,000 4,963 500 2,500 500 2,463
Manappuram General
Finance and Leasing Limited - - 600 3,000 600 3,000 - -
Muthoot Fincorp Limited - - 300 1,486 - - 300 1,486
Patel Engineering Ltd - - 500 2,459 - - 500 2,459
SKS Microfinance Limited - - 400 1,962 - - 400 1,962
Fullerton India Credit
Company Limited - - 300 1,500 300 1,500 - -
- 21,726 10,000 11,726
Investment in
Debentures
Deccan Chronicle
Holdings Limited - - 250 2,500 250 2,500 - -
- 2,500 2,500 -
Investment in Units
of Mutual Funds
BARODA PIONEER LIQUID
FUND- Growth Plan - - 2,263,755,264 231,500 2,263,755,264 231,500 - -
Birla Sun Life Cash Manager
-Plan C (Institutional Growth) - - 1,534,514,330 230,500 1,534,514,330 230,500 - -
Birla Sun Life Cash Plus
Institutional Premium
Plan Growth - - 22,952,313,507 3,305,900 22,952,313,507 3,305,900 - -
Birla Sun Life Savings
Fund Institutional Growth - - 726,705,327 124,508 726,705,327 124,508 - -
77

Canara Robeco Liquid

Super Institutional Growth 163,633,984 17,500 15,816,409,721 1,721,000 15,980,043,704 1,738,500 - -
Canara Robeco Treasury
Advantage Fund Super
Institutional Plan Growth - - 314,879,270 43,005 314,879,270 43,005 - -
DSP BlackRock Liquidity
Fund- Institutional Plan
Growth - - 4,185,235 55,000 4,185,235 55,000 - -
DWS CASH OPPORTUNITIES
FUND 15DAY PLAN- GR - - 43,763,676 5,000 43,763,676 5,000 - -
DWS Insta Cash Plus Fund
Super Institutional Plan-Growth 166,425,787 19,000 12,137,249,481 1,407,000 12,303,675,268 1,426,000 - -
DWS Ultra Short Term
Fund- Inst Plan - Growth - - 145,308,820 15,502 145,308,820 15,502 - -
Fidelity Cash Fund -
Super Institutional Plan
Growth Option - - 119,765,309 14,500 119,765,309 14,500 - -
Fortis Money Plus Fund-
Institutional Plan
Growth Option - - 196,049,905 26,503 196,049,905 26,503 - -
Fortis Overnight Fund
Institutional Plan
Growth Option - - 348,187,081 39,014 348,187,081 39,014 - -
HDFC Cash Management
Fund - Savings Plan
Growth Option - - 8,132,950,070 1,542,049 8,132,950,070 1,542,049 - -
HDFC Cash Management
Fund Treasury Advantage -
Wholesale Plan
Growth Option - - 264,550,946 52,506 264,550,946 52,506 - -
HDFC Floating Rate Income
Fund-Short Term Plan
- Wholesale Option - Growth - - 326,623,942 50,007 326,623,942 50,007 - -
HDFC Liquid Fund-
PREMIUM- Growth - - 5,227,200,603 939,000 5,227,200,603 939,000 - -
HDFC Liquid Fund-
PREMIUM PLUS- Growth - - 84,317,506 15,000 84,317,506 15,000 - -
ICICI Prudential Flexible
Income Plan Premium
Growth - - 364,377,631 160,513 364,377,631 160,513 - -
ICICI Prudential Liquid Plan
- Super Institutional Growth
Option 19,250,316 2,500 28,675,443,094 5,575,400 28,694,693,410 5,577,900 - -
IDFC CF-Plan C-Growth - - 3,065,206,775 337,800 3,065,206,775 337,800 - -
IDFC-Money Manager
Fund- Treasury Plan
Plan C-Growth - - 186,634,452 20,002 186,634,452 20,002 - -
ING Liquid Fund-Super
Institutional Growth Option - - 60,790,291 8,000 60,790,291 8,000 - -
JM High Liquidity Fund
-Super Institutional
Plan- Growth - - 2,579,809,434 363,060 2,579,809,434 363,060 - -
JM Money Manager Fund
Super Plus Plan
Growth option - - 344,982,195 44,005 344,982,195 44,005 - -
JP Morgan India Liquid Fund
Super Institutional Growth - - 358,942,654 42,000 358,942,654 42,000 - -
JPMorgan India Treasury
Fund Super Institutional Growth - - 42,763,578 5,001 42,763,578 5,001 - -
78

Kotak Flexi Debt

Institutional Plan Growth - - 1,125,119,084 125,013 1,125,119,084 125,013 - -
Kotak Floater
Long-Term-Growth - - 104,302,976 15,002 104,302,976 15,002 - -
Kotak Liquid- Institutional
Premium Plan - (Growth) 56,093,115 10,000 12,486,614,803 2,286,000 12,542,707,918 2,296,000 - -
LICMF INCOME PLUS
FUND-GROWTH OPTION - - 919,996,088 111,509 919,996,088 111,509 - -
LICMF Liquid Fund-Growth 279,965,658 45,000 35,965,668,742 5,908,057 36,245,634,400 5,953,057 - -
LICMF Savings Plus
Fund - Growth Option - - 411,686,478 59,504 411,686,478 59,504 - -
Principal Cash Management
Liquid Option Insti Premium
Growth 127,371,846 17,500 4,374,599,413 611,200 4,501,971,259 628,700 - -
Principal Floating Rate
Fund - FMP-Insti. Growth - - 34,735,545 5,001 34,735,545 5,001 - -
Religare Liquid Fund
Super Institutional Growth - - 1,301,312,334 163,013 1,301,312,334 163,013 - -
Religare Ultra Short Term
Fund - Institutional Growth - - 257,334,197 32,003 257,334,197 32,003 - -
SBI Magnum Insta Cash
Fund - Liquid Floater Plan
- Growth - - 1,238,753,641 245,000 1,238,753,641 245,000 - -
SBI Premier Liquid Fund
- Super Institutional - Growth - - 596,971,011 85,500 596,971,011 85,500 - -
SBI Short Horizon Fund -
Ultra Short Term Fund
- Institutional Plan - Growth - - 127,982,899 15,002 127,982,899 15,002 - -
Sundaram BNP Paribas
Money Fund Super
Institutional Growth - - 663,267,265 124,757 663,267,265 124,757 - -
Sundaram BNP Paribas
Ultra Short Term Super
Inst Growth - - 148,359,702 18,002 148,359,702 18,002 - -
Tata Floater Fund Growth - - 333,628,996 45,005 333,628,996 45,005 - -
Tata Floating Short Term
Institutional Plan (Growth) - - 17,709,396 2,500 17,709,396 2,500 - -
Tata Liquid Super High
Investment Plan -
Appreciation 2,889,378 47,000 102,183,443 1,693,700 105,072,822 1,740,700 - -
Tata Treasury Manager
Fund Super High
Investment Plan Growth - - 207,845 2,500 207,845 2,500 - -
Templeton India Treasury
Management Account
-Super Institutional Plan
- Growth - - 29,205,084 388,000 29,205,084 388,000 - -
Templeton India Ultra-short
Bond Fund - Super
Institutional - Growth - - 145,632,992 17,002 145,632,992 17,002 - -
UTI-Liquid Fund -Cash
Plan- INST Growth - - 75,138,666 1,114,500 75,138,666 1,114,500 - -
UTI - Treasury Advantage
Fund-Institutional Growth - - 2,800,896 34,004 2,800,896 34,004 - -
UTI MMF -Growth Plan 77,183,689 19,000 2,344,972,550 581,500 2,422,156,239 600,500 - -
UTI MMF - Instn Growth Plan - - 1,640,016,281 869,500 1,640,016,281 869,500 - -
177,500 30,926,046 31,103,546 -
Sub Total 178,462 30,958,203 31,124,939 11,726
Grand Total 295,863 31,065,303 31,179,990 181,175
79
25.Asset Liability Management

Maturity pattern of certain items of Assets and Liabilities.
For the year 2009-10
(Rs. in lakhs)
Liabilities Assets
Borrowings Market
from Banks Borrowings Advances Investments
1 day to 30/31 days (One month) 24,500 20,436 120,136 1,111
Over one month to 2 months 3,000 - 87,181 4,070
Over 2 months upto 3 months 28,071 28,228 82,827 5,489
Over 3 months to 6 months 63,407 41,604 138,623 5,502
Over 6 months to 1 year 90,743 87,945 187,319 17,085
Over 1 year to 3 years 213,215 293,555 343,193 37,195
Over 3 years to 5 years - 2,000 42,024 10,030
Over 5 years 10,945 76,136 14,531 100,693
Total 433,882 549,906 1,015,834 181,175
For the previous year 2008-09

(Rs. in lakhs)
Liabilities Assets
Borrowings Market
from Banks Borrowings Advances Investments
1 day to 30/31 days (One month) 30,000 4,715 79,273 178,796
Over one month to 2 months 77,317 19,322 94,584 336
Over 2 months upto 3 months 261,000 4,473 26,774 333
Over 3 months to 6 months 149,706 32,742 85,551 1,022
Over 6 months to 1 year 118,000 71,053 124,338 1,984
Over 1 year to 3 years 5,000 152,277 353,119 3,284
Over 3 years to 5 years - 16,259 42,392 -
Over 5 years - - 4,768 110,111
Total 641,023 300,841 810,799 295,866
80
26. 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:
(Rs. in lakhs)
Particulars Amount Outstanding Amount Overdue
31.03.10 31.03.09 31.03.10 31.03.09

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 335,886 201,494 - -
(ii) Unsecured 90,391 - - -
b) Deferred Credits - - - -
c) Term Loans 360,000 441,000 - -
d) Inter-corporate loans and borrowing - 103 - -
e) Commercial Paper 130,014 100,289 - -
f) Other loans
(i) Loan from Bank
- Working Capital Demand Loan 57,500 171,548 - -
- Overdraft 28,836 31,377 - -
Assets side: (Rs. in lakhs)
Particulars Amount Outstanding
2009-10 2008-09
2) Break up of Loans and Advances including bills receivables
(other than those included in (3) below)
a) Secured 186,906 110,637
b) Unsecured 283,766 177,044
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) Financial Lease - -
(ii) Operating Lease 6,087 1,244
b) Stock on hire including hire charges under sundry debtors
(i) Assets on hire - -
(ii) Repossessed assets - -
c) Other loans counting towards Asset Financing Company activities
(i) Loans where assets have been repossessed 2,088 495
(ii) Other loans 543,074 522,623
81
Assets side: (Rs. in lakhs)

Particulars Amount Outstanding
2009-10 2008-09
4) Break up of Investments
Current Investments:
a) Quoted:
(i) Shares: Equity - -
Preference - -
(ii) Debentures and Bonds - -
(iii) Units of Mutual Funds - -
(iv) Government Securities - 962
(v) Others - -
b) Unquoted:
(i) Shares: Equity - -
Preference - -
(ii) Debentures and Bonds - -
(iii) Units of Mutual Funds - 177,500
(iv) Government Securities - -
(v) Others (Commercial Papers) 11,723 -
Long-Term Investments:
a) Quoted:
(i) Shares: Equity (Net of provision) 22,949 38,599
Preference - 9
(ii) Debentures and Bonds 11,306 1
(iv) Government Securities 5,074 -
(v) Others - -
b) Unquoted:
(i) Shares: Equity 70,315 61,038
Preference 10,264 9,464
(ii) Debentures and Bonds 35,885 1,000
(iv) Government Securities - -
(v) Others (Pass through certificate, Venture Capital Fund) 13,659 7,293
82
5) Borrower group-wise classification of assets financed as in (2) and (3) above
(Rs. in lakhs)
Amount net of provisions
Secured Unsecured Total
2009-10 2008-09 2009-10 2008-09 2009-10 2008-09
a) Related Parties
(i) Subsidiaries - - 1,767 - 1,767 -
(ii) Companies in
the same group 10,000 - 7,458 2,919 17,458 2,919
(iii) Other related
Parties - - - - - -
b) Other than related
parties 722,068 633,755 274,541 174,125 996,609 807,880
TOTAL 732,068 633,755 283,766 177,044 1,015,834 810,799
6) Investor group-wise classification of all investments (current and long-term) in shares and
securities (both quoted and unquoted)
(Rs. in lakhs)
Market Value/Break up Book Value
or fair value or NAV (Net of Provisions)
2009-10 2008-09 2009-10 2008-09
a) Related Parties
1) Subsidiaries 16,119 19,581 28,519 19,581
2) Companies in the same group 391 3,303 1,623 3,303
3) Other related Parties 1,946 - 23,970 -
b) Other than related parties 106,302 251,646 127,063 272,982
TOTAL 124,758 274,530 181,175 295,866
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.
83
7) Other Information
(Rs. in lakhs)
2009-10 2008-09
a) Gross Non-Performing Assets

1) Related parties - -
2) Other than related parties 23,876 7,730
b) Net Non-Performing Assets
1) Related parties - -
2) Other than related parties 17,963 5,365
c) Assets acquired in satisfaction of debt 2,088 495
27. Previous year figures have been regrouped wherever necessary.
F. K. Kavarana Ishaat Hussain F. N. Subedar

Hoshang N Sinor Janki Ballabh Praveen P Kadle

(Director) (Director) (Managing Director)

(Chief Financial Officer) (Head – Legal and Compliance
Mumbai
Date: May 3, 2010
84
Balance Sheet Abstract and Company’s General Profile
I REGISTRATION DETAILS
REGISTRATION NO. U65990MH1991PLC060670
BALANCE SHEET DATE 31st March, 2010 STATE CODE 11
II CAPITAL RAISED DURING THE YEAR (AMT IN RS.LAKHS)

PUBLIC ISSUE NIL RIGHT ISSUE NIL
BONUS ISSUE NIL PRIVATE PLACEMENT NIL
*During the year the Company has issued 6,34,00,000 equity shares of Rs.10 each at a premium of
Rs.2 per share to “TCL Employee Welfare Trust”.
III POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (AMT IN RS.LAKHS)

TOTAL LIABILITIES 1,200,639 TOTAL ASSETS 1,200,639
SOURCES OF FUNDS
PAID UP CAPITAL 209,349 RESERVES AND SURPLUS 7,502
SECURED LOANS 656,692 UNSECURED LOANS 327,096
APPLICATION OF FUNDS
NET FIXED ASSETS 18,299 INVESTMENTS 181,175
NET CURRENT ASSETS 995,555 MISC EXPENDITURE 4,896
DEFERRED TAX ASSETS 714 ACCUMULATED LOSSES NIL
IV PERFORMANCE OF THE COMPANY(AMT IN RS.LAKHS)

TURNOVER 137,926 TOTAL EXPENDITURE 130,398
PROFIT BEFORE TAX 7,528 PROFIT AFTER TAX 5,131
EARNINGS PER SHARE IN RS. 0.43 DIVIDEND RATE%
(On Equity Shares) NIL
(On Non Cumulative 0.1
Compulsorily Convertible
Class A Preference Shares)
V GENERIC NAMES OF PRODUCT/ SERVICES OF THE COMPANY

LOANS, INVESTMENT AND ASSET FINANCE
85
Consolidated
Financial
Statements
86
AUDITORS’ REPORT
TO THE BOARD OF DIRECTORS OF
1. We have audited the attached Consolidated Balance Sheet of TATA CAPITAL LIMITED (‘the Company’),
and its subsidiaries (the Company and its subsidiaries constitute the ‘Group’) as at March 31, 2010 and the
Consolidated Profit and Loss account and the Consolidated Cash Flow Statement for the year ended on that
date annexed thereto. These financial statements are the responsibility of the Company’s management and
have been prepared by the management on the basis of 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 misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosurers 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. 13,646 lakhs as at March 31, 2010, total revenues of Rs.939 lakhs and net cash inflows
amounting to Rs.1,226 lakhs and of certain associates which reflect the Group’s share of profit (net) of
Rs.1,881 lakhs for the year ended and Group’s share of loss (net) of Rs.2,753 lakhs up to March 31, 2010.
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 2 of Schedule 20, in respect of an Associate, the Group’s share of profits (net) for the year
ended March 31, 2010 of Rs.710 lakhs and the investments worth Rs.3,332 lakhs have been incorporated in
the consolidated financial statements based on unaudited financial statements as at / for the year ended
March 31, 2010.
5. We report that the consolidated financial statements have been prepared by the Company’s management in
accordance with the requirements of the Accounting Standard (AS) 21, Consolidated Financial Statements
and Accounting Standard (As) 23, Accounting for Investment in Associates in Consolidated financial Statements
prescribed by the Central Government under Section 211(3C) of the Companies Act, 1956 and other recognised
accounting practices and policies.
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, 2010;
ii. in the case of Consolidated Profit and Loss Account, 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.
(Registration No. 117366W)
N. VENKATRAM
Partner
Mumbai, July 21, 2010 (Membership No.71387)
87
CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2010

Rs in Lakhs
Schedule As at
March 31, 2010*
SOURCES OF FUNDS :
1 SHAREHOLDERS’ FUNDS
(a) Share Capital 1 208,762
(b) Reserves and Surplus 2 5,842
2 LOAN FUNDS
(a) Secured Loans 3 662,393
(b) Unsecured Loans 4 333,903
3 DEFERRED TAX LIABILITY [ Refer note B(7) of Schedule 20] 34
4 TOTAL FUNDS EMPLOYED 1,210,934
APPLICATION OF FUNDS :
5 FIXED ASSETS 5
(a) Gross Block 21,090
(b) Less : Depreciation and amortisation 2,505
(c) Net Block 18,585
(d) Capital Work-in-Progress 896
19,481
6 GOODWILL (ON CONSOLIDATION) 4,531
7 INVESTMENTS 6 164,171
8 DEFERRED TAX ASSETS [ Refer note B(7) of Schedule 20] 721
9 CURRENT ASSETS, LOANS AND ADVANCES
(a) Interest Accrued on Investments 1,318
(b) Sundry Debtors 7 2,536
(c) Cash and Bank Balances 8 8,350
(d) Loans and Advances - Financing Activity 9 1,023,144
(e) Loans and Advances - Others 10 24,765
1,060,113
10 Less : CURRENT LIABILITIES AND PROVISIONS
(a) Current Liabilities 11 50,083
(b) Provisions 12 310
50,393
11 NET CURRENT ASSETS [ (9) Less (10) ] 1,009,720
12 MISCELLANEOUS EXPENDITURE 13 4,353
(To the extent not written off or adjusted )
13 PROFIT & LOSS ACCOUNT 7,957
14 TOTAL ASSETS (NET) 1,210,934
* As regards comparitive figures for the previous year, please refer to Note No. 15 of Schedule 20.
In terms of our report attached

Partner (Director) (Director) (Managing Director)

Mumbai (Chief Financial Officer) (Head-Legal and Compliance
July 21, 2010 & Company Secretary)
88
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED MARCH 31, 2010
Rs in Lakhs
Schedule For the
Year Ended
March 31, 2010
INCOME :
1 Income from Financing Activity 14 115,559
2 Investment Income 15 17,934
3 Other Income 16 7,805
141,298
EXPENDITURE :
4 Interest 17 84,496
5 Employee costs 18 15,111
6 Other operating expenses 19 31,774
7 Depreciation and amortisation 5 1,530
8 Amortisation of expenses 13 2,337
135,248
PROFIT BEFORE TAXES 6,050
9 PROVISION FOR TAXES
(a) Current tax 2,986
(b) Deferred tax (457)
2,529
NET PROFIT AFTER TAXES (before share of profit of Associates) 3,521
Share of profit of Associates 2,615
PROFIT AFTER TAXES 6,136
Balance brought forward from previous year (8,929)
AVAILABLE FOR APPROPRIATION (2,793)
10 APPROPRIATIONS:
(a) Transfer to Special Reserve 1,026
(b) Transfer to Debenture Redemption Reserve 4,104
(c) Proposed Dividend on Preference Shares
- On 0.1% Compulsory Convertible
Non-Cumulative Preference Shares 32
- Tax on Dividend 5
(d) Excess provision for preference share dividend
(including tax thereon) reversed (3)
Balance carried to Balance sheet (7,957)
11 Earnings per share [ Refer note B(12) of Schedule 20]
Basic (in Rupees) 0.51
Diluted (in Rupees) 0.29


89
CONSOLIDATED CASH FLOW STATEMENT FOR THE

Rs in Lakhs
For the Year Ended
March 31, 2010
1 CASH FLOW FROM OPERATING ACTIVITIES
Profit before taxes 6,050
Adjustments for :
Amortisation of share/debenture issue expenses 2,337
Depreciation and amortisation 1,530
Liabilities written back (50)
Profit/Loss on sale of fixed assets 41
Discounting charges on Commercial Paper 10,312
Discounting charges on Debentures 958
Income from Investment (17,934)
Unrealised exchange Loss 126
Write offs - Loans and Advances 7,457
Provision for leave encashment 84
Provision for diminution in value of Investments 659
Provision for doubtful loans 3,529
Operating Profit before working capital changes 15,099
Adjustments for :
(Increase)/Decrease in Sundry Debtors 367
(Increase)/Decrease in Loans and advances - Financing Activity (223,332)
(Increase)/Decrease in Loans and advances - Others (3,952)
Increase/(Decrease) in Current Liabilities and provisions 7,235
Cash used in operations (204,583)
Taxes paid (8,333)
NET CASH USED IN OPERATING ACTIVITIES (212,916)
2 CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed assets (including Capital Advances) (7,476)
Proceeds from sale of Fixed Assets 116
Purchase/Redemption of Mutual Funds (net of dividend reinvested) 185,805
Purchase of other long term investments (71,831)
Purchase of Current Investments (16,723)
Proceeds from current investments 6,074
90
CONSOLIDATED CASH FLOW STATEMENT FOR THE
Rs in Lakhs
For the Year Ended
March 31, 2010
Proceeds from sale of shares (long term ) 17,959
Proceeds from sale of other long term investments 5,291
Income from Investment 5,885
Net cash from in investing activities 125,100
3 CASH FLOW FROM FINANCING ACTIVITIES
Issue of Equity share capital (including securities premium) 7,608
Loan given to “TCL Employees Welfare Trust” (7,608)
Dividend on Preference Shares (98)
Dividend Distribution Tax (35)
Share Issue Expenses (80)
Debenture Issue/Loan Processing Expenses (789)
Net proceeds/(repayment) from/of short term borrowings (214,720)
Proceeds from long-term borrowings 428,382
Repayment of long-term borrowings (170,500)
Net cash from in financing activities 42,160
Net (decrease) in cash and cash equivalents (45,656)
CASH AND CASH EQUIVALENTS AS AT THE BEGINNING OF THE YEAR 54,006
CASH AND CASH EQUIVALENTS AS AT THE END OF THE YEAR 8,334
ADD : RESTRICTED CASH 16
CASH AND CASH EQUIVALENTS AS AT THE END OF THE YEAR
[REFER SCHEDULE 8] 8,350
Note : 1) During the year, the Company has issued Equity Shares for Rs. 69,000 Lakhs by converting
0.1% Non Cumulative Compulsorily Convertible Preference Shares in the ratio of 1:1. In the absence of
cash movement the same has not been included in the cash flow.



91
SCHEDULES TO AND FORMING PART OF THE CONSOLIDATED

SHARE CAPITAL As at
March 31, 2010
Authorised
475,00,00,000 Equity shares (as at March 31, 2009: 475,00,00,000 shares)
of Rs.10 each 475,000
25,00,000 Redeemable Non-Cumulative Preference shares (as at March 31, 2009 :
25,00,000 shares ) of Rs.1,000 each 25,000
300,00,00,000 Compulsorily Convertible Preference shares (as at March 31, 2009 :
300,00,00,000) of Rs. 10 each 300,000
800,000
Issued
of Rs.10 each 223,351
31,75,87,500 0.1% Compulsory Convertible Non-Cumulative Preference shares
(as at March 31, 2009: 100,75,87,500 shares) of Rs.10 each 31,759
255,110
Subscribed
of Rs.10 each 223,343
255,102
Paid-Up
173,34,30,670 Equity shares (as at March 31, 2009: 98,00,30,670 shares) of
Rs.10 each fully paid 173,343
[(Refer note B (5) of Schedule 20] (6,340)
167,003
50,00,00,000 Equity shares of Rs.10 each, paid up Rs. 2 per share
(as at March 31, 2009 : 50,00,00,000 shares) 10,000
177,003
208,762
Note:
1) Of the above 160,50,30,020 equity shares (as at March 31, 2009 : 98,00,30,670) of Rs. 10 each fully paid and
50,00,00,000 equity shares (as at March 31, 2009 : 50,00,00,000) of Rs. 10 each, paid up Rs. 2 per share are held
by Tata Sons Ltd. (Holding Company) and its nominees.
2) 0.1% Compulsory Convertible Non-Cumulative Preference Shares are convertible at any time after the issuance
date into equity shares at par at the option of the holder or compulsorily convertible into equity shares at par on
March 18, 2018.
3) 2,50,00,000 0.1% Non-Cumulative Compulsorily Convertible Preference Shares of Rs. 10 each were converted
into Equity Shares in the ratio of 1:1 on August 24, 2009.
into Equity Shares in the ratio of 1:1 on February 4, 2010.
into Equity Shares in the ratio of 1:1 on February 8, 2010.
92
RESERVES AND SURPLUS As at
March 31, 2010
(a) Capital Redemption Reserve 575
(b) Securities Premium Account 1,268
[ (Refer note B (5) of Schedule 20 ] (1,268)
-
(c) Special Reserve [ Refer note B (3) of Schedule 20 ]
As per last balance sheet 474
Add : Addition during the year 1,026
1,500
(d) Foreign Currency Translation Reserve (716)
(e) Debenture Redemption Reserve [ Refer note B (4) of Schedule 20 ]
As per last balance sheet 379
Add : Addition during the year 4,104
4,483
5,842
93

SECURED LOANS As at
March 31, 2010
Privately Placed Non-Convertible Debentures (Refer Note 2 below) 170,356
[Net of unamortised discount of Rs 144 Lakhs ]
6,165 – 11% Non-Convertible Debentures Option I (2009) face value of Rs. 100,000/-
each, redeemable at par on March 05, 2014 with a put and call option at the end of
36 months from March 06, 2009 6,165
1,623,793 – 11.25% Non-Convertible Debentures Option II (2009) face value of

Rs. 1,000/- each, redeemable at par on March 05, 2014 with a put and call option at
the end of 42 months from March 06, 2009 16,238
7,454,572 – 12% Non-Convertible Debentures Option III (2009) face value of

5,305,135 – 12% Non-Convertible Debentures Option IV (2009) face value of

Loans and Advances from Banks (Refer Note 4 below)
(a) Term loans 255,400
(b) Working capital demand loan 57,500
(c) Bank Overdraft 29,137
662,393
Note :
1) Repayable within one year is Rs.204,086 Lakhs, excluding bank overdraft.
2) Privately Placed Non-Convertible Debentures are secured by charge on the immovable properties, book
debts, receivables against unsecured loans, bills discounted and trade advances and to the extent of
shortfall in asset cover a pari passu charge on the current assets of the Group.
3) Non-Convertible Debentures are secured by charge on the immovable properties, book debts, receivables
against unsecured loans, bills discounted and trade advances and other current assets of the Group.
4) Loans and advances from banks are secured by first pari passu charge on the current assets of the Group.
5) Includes Non-Convertible Debentures issued to certain directors Rs.75 Lakhs
94
UNSECURED LOANS As at
March 31, 2010
Non-Convertible Subordinated Debentures ( Refer Note below ) 87,082
[Net of unamortised discount of Rs. 3,463 Lakhs]
Long term loans and advances:
(a) From Banks 51,288

[Repayable within one year is Rs. 15,000 Lakhs]
(b) From Others 65,000

[Repayable within one year is Rs. 10,000 Lakhs]
Short-term loans and advances:
(a) Commercial Paper [Net of unamortised discount of Rs 3,986 Lakhs] 130,014

[ Amount raised during the year Rs. 427,500 Lakhs ]
(b) Other loans and advances:
From Banks 519

[Repayable within one year is Rs. Nil]
333,903
Note :
Includes Non-Convertible Subordinated Debentures issued to a director Rs. 20 Lakhs.
95

SCHEDULE “5”
FIXED ASSETS Rs in Lakhs
Particulars Gross Block Accumulated depreciation and Net
amortisation Block
Opening Additions/ Deletions/ Closing Upto Depreciation/ Deletions/ Upto As at
balance Adjustments Adjustments balance March 31, amortisation for Adjustments March 31, March 31,
as at as at 2009 the year 2010 2010
April 1, March 31,
2009 2010
TANGIBLE FIXED ASSETS
Building 102 - - 102 2 4 - 6 96
Leasehold Improvements 1,021 965 31 1,955 140 204 3 341 1,614
Furniture & Fixtures 133 455 8 580 47 124 1 170 410
Computer Equipment 658 65 44 679 221 214 36 399 280
Office Equipment 511 362 8 865 53 99 1 151 714
Vehicles 1,306 229 165 1,370 248 349 60 537 833
ASSETS GIVEN UNDER

OPERATING LEASE/RENTAL
Construction Equipment 1,235 4,160 - 5,395 82 364 - 446 4,949
Vehicles 46 648 3 691 1 78 - 79 612
Plant & Machinery - 269 - 269 - 38 - 38 231
INTANGIBLE FIXED ASSETS
Goodwill 8,714 - - 8,714 - - - - 8,714
Software 189 53 - 242 54 56 - 110 132
Trading Rights in BSE 228 - - 228 228 - - 228 -
Total 14,143 7,206 259 21,090 1,076 1,530 101 2,505 18,585
Capital work in progress (including capital advancesRs 363 Lakhs ) 896
19,481
96
INVESTMENTS As at
March 31, 2010
Unquoted :
Investment in Equity Shares 20,790
Investment in Preference Shares 1,769
Investment in Venture Capital Units 225
Quoted :
Investment in Debentures 18,897
Investment in Government Securities 5,074
Unquoted :
Investment in Bonds 50
Investment in Preference Shares 12,127
Investment in Debentures 35,885
Investment in Pass Through Certificates 13,434
Less: Provision for diminution in value of long term investments (1,659)
CURRENT INVESTMENTS
Unquoted :
Investment in Commercial Paper 11,723
Investment in Units of Mutual Funds 2,171
164,171
97

INVESTMENTS Face Value No. of As at
Per Unit Units March 31,
Rs. 2010
Unquoted :
e-Nxt Financials Limited 10 1,200,000 -
Hemisphere Properties India Limited 10 25,000 2
Quikjet Cargo Airlines Private Limited 10 15,272,727 -
Tata AutoComp Systems Limited 10 48,307,333 17,456
Precision Camshafts Limited 100 80,394 3,332
20,790
8% e-Nxt Financials Limited Cumulative Redeemable
Preference Shares(Trade) 10 15,000,000 619
16.55% Precision Camshafts Limited Optionally
Convertible Cumulative Redeemable Preference Shares 100 884,616 1,150
1,769
Investment in Venture Capital Units
Tata Capital Special Situation Fund 225
225
22,784
Quoted :
The Indian Hotels Company Limited 10 12,000 9
Hindustan Unilever Limited 1 2,000 5
Development Credit Bank Limited 10 6,587,210 6,917
Steel Strip Wheels Limited 10 507,614 1,000
Praj Industries Limited 2 13,422,400 16,577
Tata Consultancy Services Limited * 1 200 -
Tata Steel Limited 10 13,500 100
24,608
98
Rs. 2010
7.15% Rural Electrification Corporation Limited 1,000,000 200 2,000
10% ABK Consultants Private Limited 10,000,000 67 6,700
10.75% Indiabulls Financial Services Limited 1,000,000 150 1,528
12.50%Deccan Chronicle Holdings Limited 10,000,000 10 1,077
Tata Motors Foreign Currency Convertible Bonds 100 US$ 16,899,182 7,591
6% The Indian Hotels Company Limited 100 1,000 1
18,897
6.07% GOI 2014 1,481
6.49% GOI 2015 499
6.90% GOI 2019 1,504
7.94% GOI 2021 1,590
5,074
Unquoted :
Investment in Bonds
Rural Electrification Bond 50
50
H V Axles Limited 10 6,750,000 10,109
H V Transmissions Limited 10 6,000,000 6,220
Lands End Properties Limited 10 1,990,000 199
Indo Schottle Auto Parts Private Limited 10 223,162 1,602
International Asset Reconstruction Company
Private Limited 10 6,723,860 807
Adithya Automotives Private Limited 10 1,396,500 140
Bombay Stock Exchange Limited (BSEL)* 10 11,401 -
Aricent Technologies Holdings Limited
(formerly Flextronics Software Systems Limited) * 10 8 -
19,077
99

Rs. 2010
5% International Asset Reconstruction Company
Private Limited Cumulative Compulsory Convertible
Preference Shares 10 4,034,316 1,614
Vanu, Inc 100 US$ 304,592 4,513
12% KCP Limited Cumulative Redeemable
Preference Shares 10 10,000,000 2,000
32% Indo Schottle Auto Parts Private Limited Optionally
Convertible Cumulative Redeemable Preference Shares 10 10,000,000 4,000
12,127
14% Ind Swift Laboratories Limited 100 1,385,000 1,385
15% Gangakhed Sugar and Energy Limited 30 10,000,000 3,000
Mission Holdings Private Limited 100 4,000,000 4,000
10.90% Tata Motor Finance Limited 500,000 400 2,000
11.15% JBF Industries Limited 100,000 500 500
11.75% Sky Deck Properties & Developers Pvt. Ltd. 1,000,000 2,500 25,000
35,885
Investment in Pass Through Certificates
Auto TR Mix Pool A (Nov 2007 - A3 PTC 06NV07) 60 3,002
IIER Trust June 2009 175 10,432
13,434
Less: Provision for diminution in value of
long term investments (1,659)
127,493
CURRENT INVESTMENTS
Unquoted :
Investment in Commercial Paper
ABG Shipyard Limited 500,000 700 3,354
JM Financial Products Private Limited 500,000 500 2,463
Muthoot Fincorp Limited 500,000 300 1,486
Patel Engineering Ltd 500,000 500 2,459
SKS Microfinance Limited 500,000 400 1,961
11,723
100
Rs. 2010
Investment in Units of Mutual Funds
LIC MF Income Plus Fund -Daily Dividend 649
LIC MF Saving Plus Fund -Daily Dividend 482
DWS Cash Opportunities Fund -Daily Dividend 501
Tata Liquid Super High Investment Plan - Appreciation 230
KOTAK Flexi Debt Institutional Fund 309
2,171
13,894
164,171
Book value of Quoted investments 46,920

Market value of Quoted investments 39,975
Book value of Unquoted investments 117,251
Note : 1) All investments are non-trade unless otherwise stated.

2) * amount less than Rs.50,000
101

SUNDRY DEBTORS As at
March 31, 2010
(Unsecured)
(a) Over six months (Outstanding but not due)
(i) Considered good 66
(ii) Considered doubtful 13
79
Less: Provision for doubtful loans 13
66
(b) Others
(i) Considered good 2,470
(ii) Considered doubtful -
2,536

CASH AND BANK BALANCES As at
March 31, 2010
(a) Cash on hand 233
(b) Cheques on hand 1,650
(c) Bank balances
(i) With scheduled banks
(1) In current accounts 1,679
(2) In client accounts 533
(3) In deposit accounts 3,488
(ii) With Foreign banks
(1) In current accounts 767
8,350
Note: Including deposits under lien to Banks and for Exchange margin purpose Rs.2,681 Lakhs
LOANS AND ADVANCES - FINANCING ACTIVITY As at
March 31, 2010
SECURED
(a) Secured Loans
(ii) Considered doubtful 4,813
592,458
Less: Provision for doubtful loans 4,813
587,645
(b) Assigned Receivables 153,500
741,145
UNSECURED
(a) Unsecured Loans
228,106
227,379
102
LOANS AND ADVANCES - FINANCING ACTIVITY As at
March 31, 2010
(b) Bills of Exchange
53,493
53,120
(c) Inter Corporate Deposits:
-Subsidiaries -
-Others 1,500
281,999
1,023,144
Notes:
1) Secured loans and Assigned receivables are secured against hypothecation of the underlying assets,
mortgage of property, hypothecation of machinery and lien on shares.
2) Secured loans include Rs 2,088 Lakhs being the value of equipment repossessed, necessary provision for
which is made.
SCHEDULE “`10” Rs in Lakhs

LOANS AND ADVANCES - OTHERS As at
March 31, 2010
UNSECURED - considered good
(a) Advances recoverable in cash or in kind or for value to be received
(Refer Note 1 and 2 below) 6,106
(b) Security Deposits 5,640
(c) Advance payment of Income tax, net of provision
(Net of provision for tax Rs. 2,477.78) 9,918
(d) Prepaid expenses 2,848
(e) Interest accrued 253
UNSECURED - considered Doubtful
(a) Advances recoverable in cash or in kind 75
(b) Security Deposits 1
(c) Excess TDS paid 25
101
Less : Provision for Doubtful Debts 101
-
24,765
Notes :
1) Includes Rs.2,500 Lakhs paid towards debentures application money, pending allotment.
2) Dues from companies under the same management :
Tata Consultancy Services Limited Rs.84 Lakhs, maximum outstanding Rs.444 Lakhs.
Tata AIG Life Insurance Company Limited Rs.0.42 Lakhs, maximum outstanding Rs.2.02 Lakhs
103

CURRENT LIABILITIES As at
March 31, 2010
a) Sundry creditors
(i) Payable to Micro and Small Enterprises [Refer note below] -
(ii) Others 14,282
(b) Liability towards Investor Education and Protection fund
under Section 205C of the Companies Act, 1956
(not due as on 31.03.2010)
(i) Unclaimed debenture application money 15
(ii) Unclaimed interest on debenture application money 1
(c) Provision for mark-to-market on Derivative instruments 40
(d) Unearned income 1,686
(e) Interest accrued but not due on loans 19,028
(f) Security Deposits 923
(g) Other Liabilities 14,108
50,083
Note : On the basis of responses received against enquiries made, the amount of principal outstanding in
respect of Micro and Small Enterprises as at Balance sheet date is Rs Nil .

PROVISIONS As at
March 31, 2010
(a) Provision for retirement and other employee benefit schemes 271
(b) Provision for Tax - Fringe Benefit Tax 2
(c) Proposed Dividend (including dividend distribution tax) 37
310

MISCELLANEOUS EXPENDITURE As at
(to the extent Net Written off or adjusted) March 31, 2010
(a) Opening balance of unamortised share issue expenses 363
Share issue expenses incurred during the year 80
Less: written off during the year 205
Closing balance of unamortised share issue expenses 238
(b) Opening balance of unamortised debenture issue expenses 5,048
Debenture issue expenses incurred during the year 679
Less: written off during the year 1,751
Closing balance of unamortised debenture issue expenses 3,976
(c) Opening balance of unamortised loan processing charges 410
Loan processing charges incurred during the year 110
Less: written off during the year 381
Closing balance of unamortised loan processing charges 139
4,353
104
INCOME FROM FINANCING ACTIVITY For the
Year Ended
March 31, 2010
a) Interest Income (Tax deducted at source Rs.4,374.01 Lakhs) 104,831
b) Income from Bill Discounting (Tax deducted at source Rs.269.59 Lakhs) 3,201
c) Others (Tax deducted at source Rs.113.59 Lakhs) 7,527
115,559
INVESTMENT INCOME For the
Year Ended
March 31, 2010
a) Dividend
(i) Dividend from other Long-Term Investments 927
(ii) Dividend from Mutual Funds [Current Investment] 108
b) Profit on sale of Mutual Fund Investments [Current Investment] 7,693
c) Profit on sale of Long-Term investments 2,959
d) Profit on sale of Government Securities [Current Investment] 112
e) Interest on Bonds 3,666
f) Interest on Passthrough Certificates (Tax deducted at source Rs.56.19 Lakhs) 1,730
g) Interest on Government Securities 437
h) Interest on Commercial Paper 302
17,934

OTHER INCOME For the
Year Ended
March 31, 2010
a) Income from operating leases (Tax deducted at source Rs.190.18 Lakhs) 1,384
b) Income from services (Tax deducted at source Rs.212.61 Lakhs) 2,854
c) Income from sale of ticket 505
d) Brokerage Income(Tax deducted at source Rs.139.41 Lakhs) 2,294
e) Interest Income on Fixed Deposits (Tax deducted at source Rs.24.05 Lakhs) 171
f) Exchange gains/(losses) (126)
g) Miscellaneous Income(Tax deducted at source Rs.27.64 Lakhs) 723
7,805

INTEREST For the
Year Ended
March 31, 2010
Interest expenses
(a) On fixed period loans 72,452
(b) On others 774
(c) Discounting charges on commercial paper 10,312
(d) Discounting charges on debentures 958
84,496
105
EMPLOYEE COSTS For the
Year Ended
March 31, 2010
(a) Salaries, wages and bonus 13,344
(b) Contribution to provident fund, superannuation fund and other funds 765
(c) Staff welfare expenses 1,002
15,111

OTHER OPERATING EXPENSES For the
Year Ended
March 31, 2010
(a) Advertisement and Publicity 1,382
(b) Data Processing Charges 130
(c) Donations 37
(d) Equipment Hire Charges 392
(e) Incentive / commission/ brokerage 2,561
(f) IT Outsourcing expenses 1,712
(g) Insurance charges 209
(h) Legal and Professional fees 1,723
(i) Loan Processing Fees 617
(j) Printing and stationery 365
(k) Provision for doubtful loans 3,529
(l) Provision for diminution in value of long term investments 659
(m) Power and fuel 334
(n) Repairs and Maintenance
(i) Buildings 106
(ii) AMC Charges 697
(iii) Others 96
(o) Rent 2,934
(p) Rates and taxes 92
(q) Stamp Charges 196
(r) Service providers’ charges 2,842
(s) Security Charges 164
(t) Training and recruitment 208
(u) Telephone, telex and leased line 454
(v) Traveling and conveyance 1,224
(w) Write off - Loans and Advances 7,457
(x) Other expenses 1,654
31,774
106
Schedule annexed to and forming part of the Consolidated Balance Sheet as at
March 31, 2010 and Consolidated Profit and Loss account for the year ended
March 31, 2010.
Schedule 20
SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS
A. SIGNIFICANT ACCOUNTING POLICIES
1 . Basis of Preparation
The consolidated financial statements of Tata Capital Limited (“the Company”) and its subsidiaries
(“the Group”) are prepared under the historical cost convention and in accordance with the requirements of
the Companies Act, 1956.
2 . Basis for Consolidation
I. The Consolidated Financial Statements comprise the individual financial statements of Tata Capital
Limited, its subsidiaries and associates as on March 31, 2010 and for the period ended on that date.
The Consolidated Financial Statements have been prepared on the following basis:
i. 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 21 on ‘Consolidated Financial Statements’ as notified by the
Companies (Accounting Standards) Rules, 2006.
ii. Investments in associates are accounted under the equity method and its share of pre-acquisition
profits /losses is reflected as Capital Reserve / Goodwill in the carrying value of investments in
accordance with Accounting Standard 23 on ‘Accounting for Investments in Associates in
Consolidated Financial Statements’ as notified by the Companies (Accounting Standards) Rules,
2006.
iii. 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 Holding Company, i.e. March 31, 2010.
iv. The excess of cost to the Company, of its investment in the subsidiaries and the associates over
the Company’s portion of equity is recognised in the financial statements as Goodwill and is
tested for impairment on an annual basis.
v. The excess of the Company’s portion of equity of the subsidiaries and the associates on the
acquisition date over its cost of investment is treated as Capital Reserve.
vi. 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.
3 . Use of Estimates
The preparation of 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. 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.
4 . Revenue recognition
i . 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
107
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.
Interest income on housing loan is accounted for on accrual basis, except that no income is recognized
on non-performing assets as per the prudential norms for income recognition issued by the National
Housing Finance Bank Act, 1987 and National Housing Finance Companies, (NHB) Directions, 2001.
Interest income on such assets is recognized 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.
i i . 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 Group’s 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.
i i i . 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.
Revenue from underwriting commission is recognised on fulfillment of obligation under underwriting
arrangements.
i v. Income from Finance Lease
Income from Finance lease is recognised on the basis of internal rate of return.
v. Income from retail 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
realization.
v i . 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.
5 . Provisions for Non-Performing Assets and Doubtful Debts

The Group 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 the entire receivables, where any of the installments are overdue for
a period exceeding 11 months.
108
Provision is calculated after considering value of repossessed stock.
In case of Housing loan, the Group’s policy is to carry adequate amount in the Provision for Contingencies
account to cover the principal amount outstanding in respect of all non performing assets as also all other
contingencies. All loans and other credit exposures where the installments are overdue for 90 days and
more are classified as non performing assets in accordance with the prudential norms prescribed by National
Housing Bank. The provisioning policy of the Group covers minimum provisioning required as per the NHB
guidelines.
Additional provision (over and above NHB guideline) is also made as per the guidelines prescribed by the
Board of Directors.
6 . Investments
Investments are classified into current investments and long-term investments.
i. Long-term investments
Long-term investments are stated at cost. Provision for diminution is made to recognize a decline,
other than temporary, in the value of such investments.
i i . Current investments
Current Investments are stated at the lower of cost or market value, determined on a individual investment
basis.
7 . Fixed Assets
i. Tangible:
Fixed Assets are stated at cost of acqusition 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 the intended use.
i i . 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.
The cost of trading rights in Bombay Stock Exchange Limited is amortised evenly over period of ten years.
Expenses on software support and maintenance are charged to profit and loss account during the
period in which such costs are incurred.
Advances given towards acquisition of fixed assets and the cost of assets not ready for use as at the
balance sheet date are disclosed under capital work-in-progress.
8 . 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.
109
Depreciation rates/Amortisation rates used by the Group are:

Asset Depreciation rates/Amortisation rates
Leasehold Improvements Lease Period
Construction Equipment 11.31 percent
Furniture and Fixtures Higher of 10 percent or rate determined based on period of lease
Computer Equipment 25 percent to 33.33 percent
Office Equipment 10 percent
Vehicles Own Vehicles - 23.75 percent
Lease Vehicles - 22.50 percent
Software 25 percent
Building 4 percent
Plant & Machinery 25 percent
9 . 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 Profit and
Loss account on a straight-line basis over the lease term.
Assets given on operating lease are capitalized at cost. Rentals received or receivable by the Group are
recognised in the profit and loss account 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.
1 0 . Miscellaneous 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.
1 1 . 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.
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 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 employee’s 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
Company 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 profit and loss account in the period it is
determined.
Actual gains or losses are accounted in the profit and loss account.
110
1 2 . Employees Share Purchase / Option 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 Purchase / Option Scheme offered by the Company.
1 3 . 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 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.
1 4 . 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 Profit and Loss Account 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.
1 5 . 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 profit and loss account. However, net
gain, if any, resulting on marking such derivative instruments to market is not recognised in the profit and
loss account 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.
1 6 . 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.
1 7 . Taxation
The Group’s income taxes include taxes on the Group’s 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 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 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 utilized.
1 8 . Business segment
The Group’s 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
111
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 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.
1 9 . Earning 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.
B. NOTES TO THE ACCOUNTS

1. 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 % Holding
Incorporation as at
31.03.2010
Tata Securities Limited India 100%
Tata Capital Markets Limited India 100%
Tata Capital Housing Finance Limited India 100%
TC Travel and services Limited India 100%
Tata Capital Pte. Limited Singapore 100%
Subsidiaries – Held indirectly

Incorporation as at
31.03.2010
Tata Capital Markets Pte. Ltd.
(Subsidiary of Tata Capital Pte Limited) Singapore 100%
Tata Capital Advisors Pte. Ltd.
(Subsidiary of Tata Capital Pte Limited) Singapore 100%
Tata Capital Plc
(Subsidiary of Tata Capital Pte Limited)
( w.e.f. November 10, 2009) United Kingdom 100%
T Sec Commodities Broking Ltd.
(subsidiary of Tata Securities Limited)
( w.e.f. October 26, 2009) India 100%
During the year, Tata Capital Pte Limited and its subsidiary, Tata Capita Advisors Pte Ltd entered into
a partnership agreement to incorporate a limited liability partnership, Tata Capital General Partners LLP
on January 28, 2010. Through this limited liability partnership, the company partnered with a limited
partner to incoroporate Tata Capital Growth Fund Limited Partnership and the latter incorporated Alpha
TC Holdings Pte Ltd(“Alpha”), a private limited company. The principal activities of the partnerships’ and
Alpha are that of investment holdings and investment management. The partnerships and Alpha are
dormant as at year end.
112
2. The Company 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:

Incorporation as at
31.03.2010
E-Nxt Financials Limited India 40%
QuikJet Cargo Airlines Private Limited India 35.27%
Tata Autocomp Systems Limited India 24%
Hemisphere Properties India Limited India 50%
Precision Camshafts Limited* India 26%
(w.e.f. March 14, 2010) India 27.27%
* Consolidated based on unaudited financial statements as at/for the year ended March 31, 2010
3. During the year, the Company has transferred Rs. 1,026 lakhs to Special Reserve as prescribed by section
45-IC of the Reserve Bank of India Act, 1934. The amount transferred to the Special Reserve is equivalent to
20% of the profit after taxes for the year.
4. During the year the Company has created additional Debenture Redemption Reserve of Rs. 4,104 lakhs to
the extent of profit available after creation of Special Reserve as prescribed by section 45-IC of the Reserve
Bank of India Act, 1934.
5 . Employee Stock Purchase / Option Scheme

a) 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 Trust is administered and acts through its Trustees.
b) The Company has 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.
c) The Company and its subsidiaries have provided finance of Rs. 7,608 lakhs to the Trust to enable it to
finance the Company’s shares subscribed for by it.
d) 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.
e) As on March 31, 2010, no employee has exercised the right to acquire shares under ESOP Scheme.
6 . 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
March 31, 2010
Income Tax (Pending before Appellate authorities in respect
of which the Group is in appeal) 28
ii. Outstanding Letter of credit amounting to Rs.4,369 lakhs

113
iii. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.5,442
lakhs against which the advance of Rs.16.66 lakhs has been made.
iv. Bank Guarantees given to National Securities Clearing Corporation Limited for exchange margin purposes
- Rs.400 lakhs
v. The Company has undertaken to provide continued financial support to its Associate e-Nxt Financials
Limited.
vi. Commitment to invest in Tata Capital Special Situation Fund amounting to Rs. 7,275 lakhs.
vii. Commitment to invest in Tata Capital Health Care Fund amounting to Rs. 10,000 lakhs.
viii. Commitment to invest in Tata Capital Growth Fund amounting to Rs. 25,000 lakhs.
ix. Commitment to invest in Tata Capital Innovation Fund amounting to Rs. 7,500 lakhs.
7. 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, 2010
Deferred Tax Asset
Deferred tax assets on account of provisions for non-performing assets 1,805
Other deferred tax assets 213
Total Deferred Tax Asset 2,018
Deferred Tax Liability
Deferred tax liabilities on account of depreciation on fixed assets (88)
Deferred tax liabilities on account of Debenture issue expenses (1,209)
Other deferred tax liability ( on account of foreign Subsidiary) (34)
Total Deferred Tax Liability (1,331)
Net Deferred Tax Asset 687
8 . Employee benefits
Defined Contribution Plans
These are plans in which the Group pays pre-defined amounts to separate funds and does not have any
legal or informal obligation to pay additional sums. 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 employee’s salary.
The Group recognised a charge of Rs. 485 lakhs for provident fund and family pension fund contribution and
Rs 181 lakhs for Superannuation contribution, in the Profit and Loss account.
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 employee’s
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 profit and loss account.
114
Reconciliation of Benefit Obligations and Plan Assets
(Rs. in lakhs)
2009-10
Funded Non-Funded
Change in Defined Benefit Obligation
Opening Defined Benefit Obligation 507 52
Current Service Cost 113 21
Interest Cost 43 4
Actuarial Losses / (Gain) 112 (8)
Benefits Paid (2) (23)
Closing Defined Benefit Obligation 772 45
Experience Gain / (Loss) adjusted on plan assets (91) 6
Change in the Fair Value of Assets
Opening Fair Value of Plan Assets 544 21
Expected Return on Plan Assets 53 2
Actuarial Gains / (Losses) 56 -
Inter-Company allocations - -
Contributions by Employer 230 15
Benefits paid (2) (23)
Closing Fair Value of Plan Assets * 880 16
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 880 16
Present value of the defined obligations at the end of the year 772 45
Funded status [Surplus / (Deficit)] 108 (29)
Unrecognised past service cost - -
Net Asset /(Liability) recognised in the balance sheet 108 (29)
Net Gratuity cost for the year ended March 31, 2010
Service Cost 113 21
Interest on Defined benefit Obligation 43 4
Expected return on plan assets (53) (2)
Net actuarial gain recognised in the year 56 (8)
Net Gratuity Cost 159 15
Assumptions
Discount Rate 8.23% 8.23%
Expected Rate of Return on Plan Assets 8.00% p.a 8.00% p.a
7.50% p.a for first 7.50% p.a for first
Salary Escalation Rate 5 years and 5 years and
5% thereafter. 5% thereafter.
* 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 138 lakhs to the gratuity fund in the year ending
March 2011.
115
9 . 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 Tata Sons Limited
Associates e-Nxt Financials Limited
Hemisphere Properties India Limited
Quikjet Cargo Airlines Private Limited
Tata AutoComp Systems Limited
Precision Camshafts Limited
Fellow Subsidiaries Tata Sky Limited
(with which the company Tata Teleservices (Maharashtra) Limited
had transactions) Tata Teleservices Limited
Tata AIG General Insurance Company Limited
Tata AIG Life Insurance Company Limited
Wireless TT & Info Services 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
Key Management Personnel Mr. Praveen P Kadle
ii. Transactions with related parties

(Rs. in lakhs)
Sr. No. Party Name Nature of transaction 2009-10
1 Tata Sons Limited a) Purchase of Credit Card Business
(Holding Company) - Purchase consideration 130
- Reimbursement of service tax and
TDS liability 4
b) Expenditure
- Brand Equity Contribution 353
- Other charges 68
c) Income
- Services rendered and 303
reimbursement of Cost
- Equity Brokerage Income 75
- Fund received for services rendered 315
d) Balance Receivable / (Payable) (358)
e) Deposit for premises paid 240
116
2 e-Nxt Financials Limited a) Loan given
(Associate Company) - Inter-corporate deposit 1,500
b) Income
- Interest income on ICD given 165
- Interest income on loan given
(Including processing fees) 106
- Services rendered and
reimbursement of Cost 5
c) Expenditure
- Service providers’ charges 1,889
- Other Cost 265
- Administration and Support Expenses 12
- Professional and Legal Fees 19
d) Balance Receivable / (Payable)
- ICD outstanding 1,500
- Loan outstanding 0#
- Balance receivable / (payable) 1,133
3 Tata AutoComp Systems a) Loan given
Limited - Term Loan 5,000
(Associate Company) - Bill Discounting 1,352
b) Income
- Term Loan 427
- Bill Discounting 54
c) Loan outstanding
- Term Loan 5,000
- Bill Discounting 1,352
4 Precision Camshafts a) Preference shares redeemed 1,200

Limited
(Associate Company) b) Dividend Income
- Equity Shares 8
- Preference Shares 436
c) Interest income on loan 7
5 Tata Capital Special a) Investment made during the year 225

Situation Fund b) Income - Management fee 688
(Associate) c) Balance Receivable
- Management Fee 150
- Expenses paid on their behalf 60
6 Tata Sky Limited a) Loan given during the year 10,999

(Fellow subsidiary) b) Interest received on loan given 270
c) Loan outstanding 3,958
117
7 Tata Teleservices a) Expenditure - Communication Expenses 162

(Maharashtra) Limited b) Loan given during the year 4,000
(Fellow Subsidiary) c) Income - Interest income on Loan 107
d) Loan outstanding 2,000
e) Services rendered and reimbursement of cost 55
f) Fund received for services rendered 51
g) Outstanding receivable for services rendered 4
- Outstanding Payable (2)
8 Tata Teleservices Limited

(Fellow Subsidiary) a) Expenditure – Communication Expenses 133
b) Income from Lease Rental 93
c) Services rendered and reimbursement of cost 400
d) Fund received for services rendered 424
e) Outstanding receivable for services rendered 5
- Outstanding Payable (2)
9 Tata Consultancy a) Expenditure

Services Limited - IT outsourcing 1,515
(Fellow Subsidiary) - Other Expenses 51
- Professional and Legal Fees 111
b) Fixed Assets
Software customisation charges 85
Software Amc & other maintainance cost 29
c) Services rendered and reimbursement of cost 1,372
d) Fund received for services rendered 1,244
e) Balance Receivable / (Payable) 85
10 Wireless TT and Info a) Loan given during the year 10,000

Services Limited b) Income- Interest income on loan given (Including
(Fellow Subsidiary) Processing fees) 185
c) - Outstanding loan 10,000
11 Tata AIG General a) Expenditure
Insurance Company - Insurance Expenses 15
Limited b) Claims received during the year 1
(Fellow subsidiary) c) Services rendered and reimbursement of cost 131
f) Equity Brokerage Income 1
118
12 Tata AIG Life Insurance a) Income

Company Limited - Referral Fees 60
(Fellow Subsidiary) - Services rendered and reimbursement of cost 1
- Equity Brokerage Income 13
b) Expenditure
- Insurance Expenses 2
- Superannuation Expenses 9
- Gratuity Paid 12
c) Balance Receivable 28
13 Tata Housing a) Income -Referral Fees 1

Development Company b) Balance Receivable 1
Limited
(Fellow Subsidiary)
14 Infiniti Retail Limited a) Loan given during the year 2,000
(Fellow Subsidiary) b) Income
- Interest income on loan given 58
c) Services rendered and reimbursement of cost 37
15 Computational Research a) Services rendered and reimbursement of cost 24

Laboratories Limited b) Fund received for services rendered 22
(Fellow Subsidiary) c) Outstanding receivable for services rendered 2
16 Tata Asset Management a) Services rendered and reimbursement of cost 18

Limited b) Fund received for services rendered 13
17 Tata Business Support a) Services rendered and reimbursement of cost 6

Services Limited b) Fund received for services rendered 6
18 Tata Petrodyne Limited a) Services rendered and reimbursement of cost 23

(Fellow Subsidiary) b) Fund received for services rendered 18
19 Tata Realty & a) Services rendered and reimbursement of cost 133

Infrastructure Limited b) Fund received for services rendered 130
20 Tata Consulting a) Services rendered and reimbursement of cost 5

Engineers Limited b) Fund received for services rendered 3
119
21 Tata Investment a) Services rendered and reimbursement of cost 6

Corporation Limited
(Fellow Subsidiary)
22 Ewart Investments a) Equity Brokerage Income 1
Limited
(Fellow Subsidiary)
23 Key Management a) Remuneration to KMP 256
Personnel (KMP) b) Issue of non-convertible debentures /
Subordinate Bonds 20
c) Interest on Non – convertible debentures
(Including interest on application money) 8
d) Outstanding Debentures 75
# Amount less than Rs. 50,000/-
10. Auditors’ Remuneration (excluding Service Tax):

(Rs. in lakhs)
Particulars 2009-10
Audit Fees 76.50
Tax Audit Fees 7.75
Other Services 25.63
Out of Pocket Expenses 1.00
(Auditors remuneration is included in other expenses in Profit and Loss account)

11. 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, 2010
- Within one year 1,061
- Later than one year and not later than five years 268
- Later than five years -
The amount charged towards lease rentals (as part of Rent expenditure) is Rs. 2,336 lakhs.
120
The details of Gross investments, unearned finance income in respect of assets given under finance
lease are as under:
Particulars 2009-10
Gross Investments:
- Within one year 171
Total 753
Unearned Finance Income:
Total 209
Present Value of Rentals:
Total 544
12. Earnings per Share (EPS):

Particulars 2009-10
Profit after tax Rs. in lakhs 6,136
Less: Preference dividend (including Dividend distribution tax) Rs. in lakhs 37
Profit after tax for Basic EPS Rs. in lakhs 6,099
Weighted average number of Equity shares used in
computing Basic earnings per share Nos 1,190,277,245
Face value of equity shares Rupees 10
Basic earnings per share Rupees 0.51
Profit after tax for Basic EPS Rs. in lakhs 6,099
Add: Preference dividend on Compulsorily Convertible
Non-Cumulative Preference shares Rs. in lakhs 37
Profit after tax for diluted EPS Rs. in lakhs 6,136
Weighted Average Number of Equity Shares used in
computing Basic earnings per share Nos 1,190,277,245
shares that could arise on conversion of preference shares Nos 897,340,925
shares allotted to ESOP Trust Nos 1,042,192
Weighted average number of shares in computing
Diluted earnings per share Nos 2,088,660,362
Face value of equity shares Rupees 10
Diluted earnings per share Rupees 0.29
13. Financial and Derivative Instrument

Derivative contracts entered into by the Company and outstanding as on March 31, 2010
(Rs. in lakhs)
Particulars March 31, 2010
Interest Rate Swaps (net) 2,500
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. 71 lakhs to the profit
and loss account in respect of derivative contracts outstanding as on March 31, 2010.
121
14. Segment Reporting

In accordance with Accounting Standard 17 on Segment Reporting, 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, 2010
I Segment Revenue
(a) Financing Activity 120,574
(b) Investment Activity 14,635
(c) Others 7,708
Total 142,917
Less : Inter Segment Revenue 1,619
Total Income 141,298
II Segment Results
(c) Others (492)
Total 14,353
Less : Unallocated Corporate Expenses 8,303
Profit before taxation 6,050
Less : Provision for taxation 2,529
Profit after taxation 3,521
As at
March 31, 2010
III Segment Assets
(a) Financing Activity 1,104,518
(c) Others 11,338
(d) Unallocated 24,829
Total 1,249,016
IV Segment Liabilities
(a) Financing Activity 1,027,575
(c) Others 3,518
Total 1,046,722
V Capital Employed
(c) Others 7,820
Total 202,294
VI Capital Expenditure ( Including Capital Work-In-Progress )
(b) Others 2,390
Total 7,476
VII Depreciation and Amortisation
(a) Financing Activity 802
(b) Others 728
Total 1,530
VIII Significant Non-Cash Expenses Other than
Depreciation and Amortisation
(b) Investment Activity 659
Total 11,645
122
15. As this year is the first year for preparation of accounts in accordance with Accounting Standard 21 on
“Consolidated Financial Statements” as notified under the Companies (Accounting Standard) Rules, 2006
the comparative figures for previous year have not been disclosed.

Hoshang N Sinor Janki Ballabh Praveen P Kadle

(Director) (Director) (Managing Director)

(Chief Financial Officer) (Head – Legal and Compliance
Mumbai
July 21, 2010
123
124
Subsidiary Companies - Financial Highlights
(Rs. in lakhs)
SL. NAME OF THE SUBSIDIARY REPORTING CAPITAL RESERVES TOTAL TOTAL DETAILS OF TURNOVER PROFIT PROVISION PROFIT PROPOSED COUNTRY
NO. COMPANY CURRENCY ASSETS LIABILITIES INVESTMENT BEFORE FOR AFTER DIVIDEND
(EXCEPT IN CASE TAXATION TAXATION TAXATION
OF INVESTMENT IN
SUBSIDIARIES)
1 TATA SECURITIES LIMITED INR 151 3301 5877 2425 50 2447 29 - 29 - India
2 TATA CAPITAL MARKETS LIMITED INR 2100 240 2340 - 1632 739 265 68 198 - India
3 TC TRAVELS AND SERVICES LIMITED INR 2500 118 2676 59 540 594 139 27 112 - India
4 TATA CAPITAL HOUSING FINANCE

LIMITED INR 4000 - 9461 5461 - 269 (192) - (192) - India
5 T SEC COMMODITIES BROKING

LIMITED INR 100 - 100 - - - (3) - (3) - India
6 TATA CAPITAL PTE LIMITED USD 9740 502 16478 6235 13595 701 208 36 172 - Singapore
7 TATA CAPITAL ADVISORS PTE LIMITED USD 2098 (2027) 71 - - 7 (1214) - (1214) - Singapore
8 TATA CAPITAL MARKETS PTE LIMITED USD - (9) (9) - - - (6) - (6) - Singapore
9 TATA CAPITAL PLC, UK** - - - - - - - - - - - United

Kingdom
Annual Report
Notes :
The Financial Statements of subsidiaries whose reporting currency are other than INR are converted into Indian Rupees on the basis of appropriate exchange rate.
** The first Financial Year of this subsidiary will be March 31, 2011, hence no details given.
2009 - 10

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10. RISK MANAGEMENT

19. DIRECTORS’ RESPONSIBILITY STATEMENT

For and on behalf of the Board of Directors

F K Kavarana Praveen P Kadle

Mumbai, July 21, 2010

For DELOITTE HASKINS & SELLS

ANNEXURE TO THE AUDITORS’ REPORT

For DELOITTE HASKINS & SELLS

BALANCE SHEET AS AT MARCH 31, 2010

N. Venkatram Hoshang N. Sinor Janki Ballabh Praveen P. Kadle

Govind Sankaranarayanan S.H.Rajadhyaksha

N. Venkatram Hoshang N. Sinor Janki Ballabh Praveen P. Kadle

Govind Sankaranarayanan S.H.Rajadhyaksha

SCHEDULES TO AND FORMING PART OF THE BALANCE SHEET

SCHEDULES TO AND FORMING PART OF THE BALANCE SHEET

SCHEDULES TO AND FORMING PART OF THE BALANCE SHEET

SCHEDULES TO AND FORMING PART OF THE BALANCE SHEET

SCHEDULES TO AND FORMING PART OF THE BALANCE SHEET

SCHEDULE “8” Rs in Lakhs

SCHEDULES TO AND FORMING PART OF THE BALANCE SHEET

SCHEDULE “11” Rs in Lakhs

SCHEDULES TO AND FORMING PART OF THE BALANCE SHEET

SCHEDULE “13” Rs in Lakhs

SCHEDULE “15” Rs in Lakhs

SCHEDULE “16” Rs in Lakhs

SCHEDULE “18” Rs in Lakhs

SCHEDULE “19” Rs in Lakhs

i v. Income from Finance Lease

1 1 . Employees Share Purchase/Option Scheme

7 . Disclosure as required by Accounting Standard (AS) – 18 on “Related Party

ii. Transactions with related parties

1 Tata Sons Limited

2 Tata Securities Limited a) Equity Shares subscribed 775 2,225

f) Purchase of Retail Distribution

3 Tata Capital Markets a) Equity shares subscribed - 1,500

d) Balance Receivable / (Payable)

- Dividend receivable - 105

4 Tata Capital Pte. Limited a) Equity shares subscribed 5,163 5,644

5 Tata Capital Advisors a) Revenue

Sr. No. Party Name Nature of transaction 2009-10 2008-09

d) Expenses - Travel related services 380 75

e) Balance Receivable / (Payable) (18) 3

7 Tata Capital Housing a) Investment

b) Inter-corporate deposits (ICDs) given 2,295 -

d) Sale of Fixed Assets 9 -

8 e-Nxt Financials Limited a) Investment

e) Balance Receivable / (Payable)

9 Quikjet Cargo Airlines a) Investment

c) Interest expense on ICD received - 74

11 Precision Camshaft a) Investment

c) Loan given - 200

d) Interest income on loan 7 38

e) Loan outstanding - 164

12 Tata Capital Special a) Investment made during the year 225 -

c) Loan outstanding 3,958 453

14 Tata Teleservices a) Expenditure

c) Income - Interest income on Loan 107 21

d) Loan outstanding 2,000 -

15 Tata Teleservices Limited a) Expenditure

Sr. No. Party Name Nature of transaction 2009-10 2008-09

16 Tata Consultancy a) Expenditure