Tata Motors Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2023

The Directors are pleased to present herewith the Seventy Eighth Annual Report (''Integrated'') of Tata Motors Limited (''the Company'') along with the Audited Financial Statements for the Financial Year (''FY'') ended March 31, 2023.

FINANCIAL HIGHLIGHTS

('' in crore)
PARTICULARS	Standalone1 2	*	Consolidated
	FY 2023	FY 20221	FY 2023	FY 2022
Revenue from operations	65,757.33	47,263.68	3,45,966.97	2,78,453.62
Total expenditure	60,047.46	45,034.04	3,03,475.46	2,44,430.90
Operating profit	5,709.87	2,229.64	42,491.51	36,147.23
Other Income	820.94	659.91	4,633.18	3,053.63
Profit before interest, foreign exchange, depreciation, amortization, exceptional item and tax	6,530.81	2,889.55	47,124.69	37,076.35
Finance cost	2,047.51	2,121.73	10,239.23	9,326.31
Profit before depreciation, amortization, exceptional item, foreign exchange and tax	4,483.30	767.82	36,885.46	27,750.04
Depreciation, amortization and product development/ engineering Expenses	2,665.92	2,354.47	35,522.32	34,045.19
Foreign exchange (gain)/loss (net)	279.76	136.81	(103.88)	78.68
Profit/(loss) before exceptional items and tax	1,537.62	(1,723.46)	1,467.02	(6,373.83)
Exceptional Items - (gain) / loss (net)	282.82	(83.41)	(1590.53)	629.58
Profit/(loss) before tax	1,254.80	(1,640.05)	3,057.55	(7,003.41)
Tax expenses/ (credit) (net)	(1,473.33)	99.18	704.06	(4,231.29)
Profit/(loss) for the year from continuing operations	2,728.13	(1,739.23)	2,353.49	(11,234.70)
Profit/(loss) before tax for the year from discontinued operations	-	392.51	-	-
Tax expense/(credit) (net) of discontinued operations	-	44.14	-	-
Profit/(loss) after tax for the year from discontinued operations	-	348.37	-	-
Share of profit of joint venture and associates (net)	-	-	336.38	(74.06)
Profit/(loss) for the year	2,728.13	(1,390.86)	2,689.87	(11,308.76)
Other comprehensive income/(loss)	(250.35)	282.35	(1,915.33)	(455.19)
Total Other comprehensive income/(loss) for the year	2,477.78	(1,108.51)	774.54	(11,763.95)
Attributable to:
Shareholders of the Company	-	-	479.20	(11,897.28)
Non-controlling interest	-	-	295.34	133.33

FINANCIAL PERFORMANCE

The commitment of the Company to cater to the aspirations of its valued customers, sustained efforts in creating the right teams and culture and embedding innovation, technology and sustainability at the core of its business has resulted in your Company achieving an improved financial performance through better volumes, improved product mix and cost savings.

Operating Results and Profits

Consolidated revenue of the Company from operations was ''3,45,967 crore in FY 2022-23, which was 24.2% higher than the revenue of ''2,78,454 crore in FY 2021-22 and the highest ever revenue in the history of the Company.

The consolidated EBITDA margin was at 10.7% in FY 2022-23 as compared to 9.6% in FY 2021-22. EBIT margin stood at 3.6% in FY 2022-23 as compared to 0.7% for FY 2021-22. Profit for the period (including share of associates and joint ventures) stood at ''2,690 crore in FY 2022-23 as compared to loss of (''11,309 crore) in FY 2021-22.

The free cash flow (auto) was positive at ''7840 crore in FY 2022-23 compared to a free cash flow (auto) negative at ''9,472 crore in FY 2021-22.

Please refer to the paragraph on Operating Results in the Management Discussion & Analysis section for detailed analysis.

Standalone revenue from operations (including joint operations, excluding discontinued operations) was ''65,757 crore in FY 2022-23 which was 39% higher than the revenue of ''47,264 crore in FY 2021-22. The profit before and after tax (including joint operations) for FY 2022-23 were ''1,255 crore and ''2,728 crore, respectively as compared to loss before and after tax (including joint operations) of ''1,640 crore and ''1,391 crore, respectively for FY 2021-22. The Company has recognized deferred tax asset of ''1,615 crore because of arising from planned divestments which will yield capital gains against which such unabsorbed depreciation and capital loss will be set off.

Jaguar Land Rover (''JLR''), (as per IFRS) recorded revenue of GBP 22.8 billion in FY 2022-23 compared to GBP 18.3 billion in FY 2021-22, up by 24.5%. For FY 2022-23, wholesales (excluding China joint venture) were 3,21,362, up by 9% and retails were 3,54,662, down by 6%. This reflects the continued improvement we are seeing in the ongoing semiconductor constraints, while FY 2021-22 retails were supported by one time inventory reductions. While full year financial results reflect the constrained sales volumes, the continuing reduction in our breakeven point through revenue and cost

management under the Refocus transformation programme enabled the Company to achieve positive margins and cash flow for the year. Loss before tax and exceptional items was GBP 64 million in FY 2022-23, an improvement compared to the GBP 412 million loss before tax and exceptional items in FY 2021-22, reflecting the improvement in y-o-y volumes.

DIVIDENDDividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Board of Directors of the Company had formulated a Dividend Distribution Policy (''the Policy''). The Policy is available on the Company''s website URL: https://investors.tatamotors. com/pdf/dividend-distribution-policy.pdf

Declaration and Payment of Dividend

Considering the Company''s improved financial performance, the Board is pleased to recommend a dividend of ''2.00 per Ordinary share of ''2.00 each (100%) and ''2.10 per ''A'' Ordinary share of ''2.00 each (105%) for FY 2022-23. The Board has recommended such dividend based on the parameters laid down in the Policy and dividend will be paid out of the profits for the year.

The said dividend, if approved by the Members at the ensuing Annual General Meeting (''the AGM") will be paid to those Members whose name appears on the register of Members (including Beneficial Owners) of the Company as at the end of July 29, 2023. The said dividend, if approved by the Members, would involve cash outflow of ''771 crore, resulting in a payout of 28% of the standalone net profit of the Company for FY 2022-23.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

Book Closure and Record Date

The Register of Members and Share Transfer Books of the Company will be closed from Saturday, July 29, 2023, to Tuesday, August 8, 2023 (both days inclusive) and the Company has fixed Saturday, July 29, 2023 as the “Record Date" for the purpose of determining the entitlement of Members to receive final dividend for the financial year ended March 31, 2023.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for FY 2022-23 in the distributable retained earnings.

An amount of '' 199.80 crore and '' 1.30 crore was transferred from Debenture Redemption Reserve and Share based payments reserve respectively, to distributable retained earnings, as at March 31, 2023.

BUSINESS PERFORMANCE

Tata Motors Group sales for FY 2022-23 stood at 12,84,898 vehicles, up by 24% as compared to FY 2021-22. Global sales of all Commercial Vehicles were 4,22,580 vehicles, while sales of Passenger Vehicles were at 8,62,318 vehicles.

Please refer to the paragraph on Overview of Automotive Operations in the Management Discussion & Analysis section for detailed analysis.

Commercial Vehicles (''CV'')

The Indian CV Industry continued the growth trajectory and overall, the industry saw a robust growth of 34% in wholesale and 38% by VAHAN registrations in FY 2022-23. This growth was primarily led by the Medium and Heavy Commercial Vehicle (''M&HCVs'') ( 52.4% vs FY 2022-23) and continued robust recovery in passenger carriers ( 155% in FY 2022-23). This growth was catalysed by robust demand for heavy trucks required to service the strong infrastructure push by the Government of India and increased activity in e-commerce, construction, and mining. Higher replacement demand, advance buying in anticipation of price hikes, further buoyed the demand in Q4 FY 2022-23. Overall, Tata Motors CV domestic sale in FY 2022-23 was 22% higher than in FY 2021-22, while domestic VAHAN registrations volumes were 29% higher than FY 2021-22.

CV business recorded its highest ever revenue for the quarter Q4 FY 2022-23 and for the FY 2022-23. We revised our operating model to deliver "Profitable Growth". Shifting gears from "supply chain push" to "retail pull", which impacted registration VAHAN market share in October 2022, however, the share has sequentially grown thereafter in second half.

CV business improved on key customer facing metrics and its Net Promoter Score and Brand power increased by 300bps and 170 bps, respectively to reach their highest ever levels. The business also improved its Composite Customer Satisfaction Index from 792 to 813 ( 3%) in FY 2022-23.

The CV Business transitioned its entire portfolio to BSVI Phase II with improved competitiveness. In FY 2022-23, 40 products and 150 variants were launched. The business also shared

its Green portfolio plans through 14 exhibits across all future powertrain technologies at Auto Expo23.

Tata Motors achieved Industry Leadership band in Tata Business Excellence Model (''TBEM'') external assessment qualifying for JRD QV award, with significant jump in score across categories. Tata Motors CV was assigned Level-5, Exemplary category in recent CII Total Cost Maturity (''TCM'') assessment, the highest achieved score by any organization.

CV exports, remained subdued due to the prevailing economic situation in most overseas markets. In FY 2022-23 the export shipments were 42% lower than FY 2021-22, while revenue was down by 22% due to improved mix. Major drop was witnessed in the SAARC region (-62%) driven by Total Industry Volume (''TIV'') softening, forex shortages, and liquidity crunch in the latter half of the year. MENA and ASEAN regions witnessed 6% y-o-y growth in exports. The business retained or grew its market share and also sequentially improved margins across most markets.

Please refer to the paragraph on Commercial Vehicles in India in the Management Discussion & Analysis section for detailed analysis.

Passenger Vehicles (''PV'')

The PV industry recorded 27% y-o-y wholesale growth in FY 2022-23. The industry recorded highest ever annual wholesale volumes of 3.8 million in FY 2022-23. Sports Utility Vehicle (''SUVs'') continue to garner larger share of sales in the market. The growth has come on the back of pent-up demand in the first half of FY 2022-23, exciting launches, good festive demand and overall increase in supplies. Share of SUVs increased to 43.1% in FY 2022-23, 3% higher than FY 202122 and share of Hatches decreased to 34.5% in FY 2022-23, 3.1% lower than FY 2021-22. Share of Sedans, MPVs and Vans remained flat at around 10.5%, 8.5% and 3.5%, respectively.

In FY 2022-23, the PV business crossed the coveted milestone of 5 lakh annual vehicle sales first time in the history and became the 3^rd manufacturer to do so in the Indian market. Domestic wholesale volumes were 539K and VAHAN market share stood at 13.5% in FY 2022-23, an increase of 210bps vis-a-vis FY 2021-22. The growth has come on the back of continued response for the product range, thoughtful ''New Forever'' interventions, multi-powertrain options, focused reimagining initiative towards demand generation and consistent increase in supplies. For the year FY 2022-23, the SUV segment achieved market share of 21.4% and emerged as #1 SUV manufacturer for FY 2022-23.

In January 2023 at Auto Expo, 12 promising showcases which include Avinya, Sierra EV, Harrier EV, Curvv ICE, Altroz and Punch CNG with twin cylinder technology and Altroz

Cafe racer were displayed. The #DARK (Red Hot Dark) versions for Nexon, Harrier and Safari were launched in February 2023, extending the lineage of the iconic #DARK philosophy and already established strong design, these SUVs exude dynamism through the newly added Carnelian Red highlights, giving it an exclusive premium feel combined with a bold look. Harrier and Safari were further enhanced with a desirable larger infotainment Screen of 26.03 cm (10.25 inch) and 10 new ADAS features.

PV exports for FY 2022-23 closed at 2,451 units, 36% higher than previous year, largely on account of market recovery and penetration of Electric Vehicle in Nepal. Major highlights for FY 2022-23 was that the business achieved highest ever shipment market share of 50.1% in Nepal. Nexon remained the highest selling Brand name and Tigor remained the highest selling Sedan in Nepal.

Please refer to the paragraph on Tata Passenger Vehicles in the Management Discussion & Analysis section for detailed analysis.

Electric Vehicles (''EV'')

EV industry witnessed significant growth in FY 2022-23 owing to progressive EV polices launched by multiple state governments, launch of new products, proliferation of public charging infrastructure, increasing awareness of home charging and increasing acceptance of EVs amongst customers. The industry grew by ~170% from ~22,000 in FY 2021-22 to ~59,000 in FY 2022-23. EV fleet demand has seen a considerable growth in FY 2022-23 as corporates started ''work-from-office'' and people re-started using ride hailing services with receding of Covid-19 scare. In addition, owing to commitment towards sustainability, both Corporates and Ride hailing companies, are driving the agenda of converting respective fleets to electric.

Tata Motors continued to lead the charge in EVs and crossed 50,000 units (50,0043) sales, including International business sales, in FY 2022-23 registering growth of 154% over FY 202122. We exited Q4 FY 2021-23 with EV penetration ~12% in our portfolio. In addition, given our compelling offering, the Tigor EV, for the fleet segment and our continuous engagement with fleet operators, we garnered the largest share of the orders floated across industry. In FY 2022-23, we signed MoUs for deploying over 45,000 EVs to multiple service providers.

JAGUAR LAND ROVER (''JLR'')

JLR wholesales (excluding the China joint venture) were 3,21,362 vehicles in FY 2022-23, up 9% compared to FY 2021-22 reflecting the gradual improvement in chip supplies. JLR retail sales (including the China joint venture) were 3,54,662 vehicles in

FY 2022-23, down 6% y-o-y as a result of destocking of inventory during FY 2021-22 creating a timing difference vs wholesales. Retail sales have been improving during FY 2022-23.

Please refer to the paragraph on JLR in the Management Discussion & Analysis section for detailed analysis.

Some of the key highlights of FY 2022-23 were:

• Order book at ~200,000 units remained strong but as expected was down from the peak of around 215,000 units.

• Ramp up of the new Range Rover and Range Rover Sport approaching target production levels.

• Demand for Defender remained well ahead of the expectations at launch and was the best-selling model in FY 2022-23. A third shift has been added in Nitra to meet customer demand.

• Strong engagement with chip suppliers continued to secure in calender year 2023 and 2024 supplies.

• Pricing and mix have been managed throughout the year to offset the impacts of inflation leading to an increase in average wholesale price to dealers from £62k per unit in FY 2021-22 to £71k per unit in FY 2022-23.

Tata Daewoo Commercial Vehicle Company Limited (''TDCV'')

The revenues for FY 2022-23 were increased by 6.5% to KRW 937.89 billion as compared to KRW 880.74 billion in FY 2021-22. Overall sales volume increased by 0.4% to 9,493 units in FY 2022-23 from 9,454 units in FY 2021-22. From the second half of FY 2022-23, domestic sales were adversely impacted due to downturn in Korean economy, which was compensated by strong demand in exports.

Please refer to the paragraph on Tata Commercial Vehicles and Tata Passenger Vehicles in the Management Discussion & Analysis section for detailed analysis.

TMF Holdings Limited (''TMFHL'')

Covid-19 linked concessions granted to creditors, affected the restructured book in first half of FY 2022-23, resulting in a sharp increase in credit losses during the year. The Company also increased provisions on restructured book to cover for expected losses. Tata Motors Finance Group Assets Under Management (''AUM'') reduced by 4.2% y-o-y to ''43,338 crore, as against ''45,220 crore in the previous year. CV market share dropped to 17% due to aggressive competition from Banks in heavy commercial vehicle space. Net Income Margins shrunk from 5.2% to 5.0%, mainly on account of an increase in borrowing rates during the year. Gross Non-Performing Assets provision coverage increased from

43% as of March 31, 2022 to 48% as of March 31, 2023. As a result, consolidated profit before tax for FY 2022-23 was at loss of ''993 crore as against profit of ''101 crore in FY 2021-22.

Please refer to the paragraph on Tata and other brand vehicles-Vehicle Financing in the Management Discussion & Analysis section for detailed analysis.

SHARE CAPITAL

During the year, the Company issued and allotted 6,82,318 Ordinary shares of ''2/- each of the Company, pursuant to exercise of stock options by the eligible employees of the Company and its subsidiary companies, under the Tata Motors Limited Employees Stock Option Scheme 2018. As a result of such allotment, the paid up share capital increased from '' 765,88,07311 (comprising of 3,82,91,64,903 equity share of '' 2/- each) to '' 766,01,71,947 (comprising of 3,82,98,47221 equity share of '' 2/- each). The shares so allotted rank pari-passu with the existing share capital of the Company. Expect as stated herein, there was no other change in the share capital of the Company.

FINANCE & CREDIT RATING

Despite challenges caused by supply chain issues at JLR, the Tata Motors Group managed its finances prudently, meeting the business needs and maintaining sufficient liquidity at all times to navigate the impact of external challenges. In FY 2022-23, owing to strong business performance, Tata Motors Limited prepaid some of its long-term borrowings, in line with its commitment to deleverage. The Company prudently managed its finances in rising interest rate scenario. The Company did not raise any long-term debt in FY 2022-23. As at March 31, 2023, the Group liquidity for domestic operations was ''9,233 crore, whereas the liquidity at JLR was £ 5.3 bn (including unutilized credit facility of £1.5 bn). The net debt for domestic operations stood at ''6,159 crore, whereas the net debt at JLR was £ 3.0 bn.

As business performance improved sequentially, the credit ratings of the Company underwent positive revisions. In February 2023, ICRA upgraded the outlook to Positive from Stable, whereas in April 2023, S&P upgraded the credit rating of the Company from BB-/Stable to BB/Stable.

Please refer to the paragraph on Credit Ratings in Corporate Governance Report and Liquidity and Capital Resources in the Management Discussion & Analysis section for detailed analysis.

Material Changes and Commitment Affecting the Financial Position

There are no material changes affecting the financial position of the Company subsequent to the close of the FY 2022-23 till the date of this Report.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company and its subsidiaries for FY 2022-23 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor''s Report thereon form part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary companies is attached to the Financial Statement in Form AOC-1.

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statement of the subsidiary companies upon a request by any Member of the Company or its subsidiary companies. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by any member. The members can send an e-mail to inv [email protected] upto the date of the AGM and the same would also be available on the Company''s website URL: https://www. tatamotors.com/investors/annual-reports/

SUBSIDIARY, JOINT ARRANGEMENTS AND ASSOCIATE COMPANIES

The Company has 88 subsidiaries (15 direct and 73 indirect), 11 associate companies, 4 joint ventures and 2 joint operations as at March 31, 2023, as disclosed in the accounts.

A diagrammatic representation of the subsidiary structure is available on the Company''s website at: https://www. tatamotors.com/investors/annual-reports/

During FY 2022-23, the following changes have taken place in subsidiary / associates / joint venture companies:

• Trilix S.r.l, ceased to be Wholly Owned Subsidiary (''WOS'') of Tata Motors Passenger Vehicles Limited (''TMPVL'') and became a WOS of Tata Passenger Electric Mobility Limited (''TPEML'') w.e.f April 28, 2022.

• TML Smart City Mobility Solutions Limited was incorporated on May 25, 2022, as a direct subsidiary of Tata Motors Limited.

• TML Smart City Mobility Solutions (J&K) Private Limited was incorporated on October 13, 2022, as a direct subsidiary

of TML Smart City Mobility Solutions Limited, a direct subsidiary of Tata Motors Limited.

• JT Special Vehicles Private Limited''s name was changed to Jaguar Land Rover Technology and Business Services Private Limited with effect from April 12, 2022.

• The Company during the year has completed the procedural requirements mentioned under the Share Purchase Agreement executed between Marcopolo S.A, Joint Venture Partner, Tata Marcopolo Motors Limited (''TMML'') and the Company for acquiring the entire shareholding in TMML held by Marcopolo SA. TMML became the Company''s WOS w.e.f August 29, 2022. The name of TMML was changed to Tata Motors Body Solutions Limited w.e.f. December 30, 2022.

• TPEML, a WOS of the Company recieved the second tranche of investment amount ''3,750 crore from TPG Rise Climate (''TPG'') in January 2023, pursuant to the Shareholders Agreement (''SHA'') signed in November 2021. With this investment, TPG completed its investment of ''7,500 crore as contemplated in the SHA.

There has been no material change in the nature of the business of the subsidiary companies.

The policy for determining material subsidiaries of the Company is available on the Company''s website URL: https:// investors.tatamotors.com/pdf/material.pdf

RISK MANAGEMENT

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement, monitor and review the Risk Management plan and to ensure its effectiveness.

Through an Enterprise Risk Management Program, the business units and the corporate functions address their short term, medium term and long terms risks. The Audit committee has an additional oversight on the financial risks and controls.

Please refer to the paragraph on the Risk factors in the Management Discussion & Analysis section for detailed analysis.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

Please refer to the paragraph on Internal Control Systems and their Adequacy in the Management Discussion & Analysis section for detailed analysis.

HUMAN RESOURCES

Please refer to the paragraph on Human Resources / Industrial Relations in the Management Discussion & Analysis section for detailed analysis.

DIVERSITY AND INCLUSION

The Company believes that diversity and Inclusion at workplace helps nurture innovation, by leveraging the variety of opinions and perspectives coming from employees with diverse age, gender and ethnicity. The Company has organized a series of sensitisation and awareness campaigns, to help create an open mind and culture. The network of Women@Work and the Diversity Council has widened to location councils as we move along the journey. Women development and mentoring programme have increased, with clear focus on nurturing their career journeys, to help the Company build a pipeline of diversified leaders in near future.

The Company employed 7.64% women employees in FY 2022-23 vis- a-vis 4.97 % in FY 2021-22.

PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee (''ICC'') is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

During FY 2022-23, the Company had received eleven complaints on sexual harassment of which six have been suitably closed in accordance with the Company''s processes. The pending cases are largely cases that were registered in Q4 FY 2022-23 and are in various stages of enquiry / redressal (of the five open cases, three have been closed as of May 12, 2023). The Company organized over 279 awareness workshops across various locations in order to cover flexible and temporary workforce, contractual staff, blue collar employees, new joiners etc. covering approximately 12,500 resources. An e- module on Prevention of Sexual Harrasment (''POSH'') awareness is rolled out as a mandatory training for all permanent White collar employees from time to time and mandatory for new joiners on joining. In order to ensure uniform understanding and larger coverage, a video based awareness module has been developed in local languages

for the blue collar and contractual employees and is ready for deployment.

Tata Motors Limited Schemes (''Schemes'')

The Company has in force the following Schemes, which were framed under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (''SBEB Regulations''):

• Tata Motors Limited Employees Stock Option Scheme 2018 (''TML ESOP 2018''); and

• Tata Motors Limited Share-based Long Term Incentive Scheme 2021 (''TML SLTI Scheme 2021'').

TML ESOP 2018

Pursuant to the approval of Members at the AGM held on August 3, 2018, the Company adopted TML ESOP 2018, in order to retain and incentivize key talent, for driving long term objectives of the Company and ensuring that employee payoffs match the long gestation period of certain key initiatives whilst simultaneously fostering ownership behavior and collaboration amongst employees. The TML ESOP 2018 was implemented for grant of not exceeding 1,38,00,000 Stock Options in aggregate to entitle the grantees to acquire, in one or more tranches, not exceeding 1,38,00,000 Ordinary Shares of the Company of the face value of '' 2/- each at an Exercise price of '' 345/-per share.

During the FY 2022-23 at the AGM held on July 4, 2022 Members approved amendment in TML ESOP 2018. As of March 31, 2023, out of the said 81,47,633 stock options so granted, 24,96,465 stock options have been vested, out of which 11,13,230 stock options have been exercised. Further, stock options 19,34,853 remained unvested and 2,72,335 stock options had been treated as lapsed and forfeited.

Subsequently, the Company had allotted 79,821 Ordinary Shares of ''2/- each during the period from April 1, 2023 to the date of this Report under TML ESOP 2018.

TML SLTI Scheme 2021

Pursuant to the approval of Members at the AGM held on July 30, 2021, the Company adopted TML SLTI Scheme 2021. The TML SLTI Scheme comprises of two reward mechanisms; (a) Performance Share Units, and (b) Stock Options. The objective of TML SLTI Scheme 2021 is to reward Eligible employees of the Company and of the subsidiary companies, to drive long term objectives of the Company, to motivate and retain employees by rewarding for their performance, to retain and incentivize key talent to

drive long term objectives of the Company, to ensure that the senior management employees'' compensation and benefits match the long gestation period of certain key initiatives; and to drive ownership behaviour and collaboration amongst employees.

In terms of T ML SLTI Scheme 2021, (i) Not exceeding 75,00,000 Ordinary Shares of the face value of ''2/- each fully paid up, and (ii) Not exceeding 14,00,000 Ordinary Shares of the face value of ''2/- each fully paid up; are available for grant by the Company to the eligible employees of the Company and that of its subsidiary companies. The Eligible employees shall be granted stock options and/or performance share units, as determined by Nomination and Remuneration Committee (''NRC'').

During FY 2022-23, there has been no change in the TML SLTI Scheme 2021. In FY 2021-22, 8,39,650 stock options and 9,64,569 Performance share units were granted and in FY 2022-23, 659,186 Performance share units were granted. There were no performance share units vested or any shares issued on vesting during the year and no stock options and no performance share units had lapsed and forfeited.

The statutory disclosures as mandated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''SEBI Regulations 2021'') and a certificate from the Secretarial Auditors confirming implementation of the above Schemes in accordance with SBEB Regulations and Members approval, will be available for electronic inspection by the Members during the AGM and is also hosted on the website of the Company URL: https://www.tatamotors.com/investors/ESOP/

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-1.

Statement containing particulars of top 10 employees and particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The said Statement is also open for inspection. Any member interested in obtaining a

copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure are related to any Director of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (''BRSR'') on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report and is also available on the Company''s website URL: https://www. tatamotors.com/investors/annual-reports/

SAFETY & HEALTH - PERFORMANCE & INITIATIVES

With continuation of Safety Excellence Journey, the Company has achieved another Fatality Free Year 2022-23. In our endeavor towards achieving benchmark safety culture, multiple initiatives were started last year which helped the Company improve on hazard mitigation and risk reduction.

The Company Leadership team conducted detailed review of safety management system in April 2022 and came up with a comprehensive ''Zero Incident Plan''. 31 themes and 51 major actions were initiated across the Company with a L2 leader leading 5 pillars of a plan each. For Hazard mitigation, first project to be launched was on identifying Critical to Safety Stations (''CTS'') and mitigation of hazards through appropriate safety controls namely; S1 (People control), S2 (engineering control) and S3 (elimination/substitution or failsafe control) across the Company''s plant locations. This systematic approach towards hazard identification and mitigation helped the Company reduce injuries at 801 CTS stations by 33%. In FY 2022-23, the Company started focused contractor employee safety initiative for 2 critical areas where potential hazard is highest. These activities are vehicle movement/ store management and conservancy services. Over a year, 109 administrative/ 26 engineering safety controls were established in vehicle movement/store management and 69 administrative/8 engineering controls in conservancy operations. In addition, 72 Safety Kaizen exercises were done across locations with themes such as manual handling of material, safety implementation in logistics area, ladder/ stair safety and vehicle movement safety. In commercial safety, we launched a ''Model Workshop plan'' for our dealer workshops in all corners of the country. In this initiative a standardized safety management system was installed in workshops, Capability building on safety done, appointment

of a safety resource ensured and continuous improvement in safety initiated. In the first year of the program, 42 workshops across country were identified as a ''Model workshops''.

Tata Motors safety performance was monitored and reviewed through Pro-active Safety Index which is a combination of lag (''TRCFR reduction'') and lead (18 lead safety measures) parameters. Focused training sessions on Root Cause Failure Analysis, Incident investigation techniques and I-care to improve risk perception among employees were conducted. Special Attention was given to impart training to new joiners to improve their capabilities on risk perception and working safely. Digital analytics is being leveraged for improved analysis and identifying focus areas.

In FY 2022-23, for the Company''s plants, Total Recordable Case Frequency Rate is reduced by 37% to 0.66, against 1.04 reported in FY 2021-22. Lost Time Injury Frequency Rate in FY 2022-23 reduced by 41% to 0.13 compared to 0.22 in FY 2021-22. Measure of Proactive Safety performance, Proactive Safety Index-2 (higher the better) was at 98.06% in FY 2022-23 compared to 70% in FY 2021-22.

The Company has robust governance mechanism for Occupational Safety & Health, where reviews are undertaken at multiple levels. The Safety, Health and Sustainability Committee of Board is an apex review body, which reviews performances quarterly, followed by monthly reviews by SHE Council, chaired by Executive Director. Further reviews at factory level are taken by Apex Committees (led by plant heads), various Sub-committees for Safety Standards and then the Factory Implementation committees . For Non-manufacturing areas, focused safety reviews happen at defined frequency at regional offices with Customer Service and Warehouse teams.

The Company adopted ''A Healthy Workplace'' framework by “Arogya World" which is a NGO working to prevent noncommunicable diseases in India. In this framework, there are 2 distinct themes namely; non-communicable disease prevention & Emotional wellness. Various initiatives like Tobacco de-addiction, weight management program, healthy eating, supporting recovery, managing stress & manager sensitization program on stress signals were undertaken.

The Company provides “Employees Assistance Program"-a confidential, third party, free of cost counselling service for employees and dependants since April 2020. During FY 2022-23, 543 employees and dependents availed counselling service through helpline. 24 online sessions on Emotional wellbeing were organized and 4646 employees attended these sessions.

During FY 2022-23, the Company received recognition and accolades for Occupational Health & Safety. TBEM external assessors identified 2 safety practices- ''Critical to safety Stations and S1S2S3 safety controls'' & ''Proactive safety Index'' as a Promising Practices. The Company also received Gold award from OSSHAI for excellence in Occupational Health & safety. For Occupational health, the Company received Gold award in healthy workplace program by Arogya World.

ENERGY & ENVIRONMENT

The Company has always been conscious of the need to conserve energy in its manufacturing plants and to protect environment. Energy conservation is achieved through optimized consumption of power and fossil fuels and improvements in energy productivity through Energy Conservation (''ENCON'') projects, which contributes in reduction in operational costs and climate change mitigation through reduction in greenhouse gases. The Company is also signatory to RE100 - a collaborative, global initiative of influential businesses committed to 100% renewable electricity and is working towards increasing the amount of renewable energy generated in-house and procured from off-site sources.

In FY 2022-23 the said ENCON efforts contributed to energy savings of 34.42 lakh kWh electricity and 23,098 GJ of fuel, resulting into avoided emission of 5220 tCO₂e and cost savings of ''4.89 crores to the Company. In FY 2022-23, the Company generated / sourced 81 million kWh of renewable electricity for its manufacturing operations, which amounts to 23.5 % of the total power consumption and contributed in avoidance of emission of 57427 tCO₂e.

The Company generates renewable energy (RE) in-house through solar PV (photovoltaic) installations, off-site captive wind farms and through procurement of off-site wind and solar power through “Power Purchase Agreements" (''PPA''s''). As on FY 2022-23, the Company''s in-house installed Solar PV installation capacity is Pimpri (Pune) - 5.8 MWp; Chinchwad (Pune) - 0.435 MWp; Jamshedpur - 7.5 MWp; Pantnagar - 7 MWp; Lucknow - 4.07 MWp; and Dharwad - 1 MWp.

In FY 2022-23, the Company conserved a total of 8,09,036.3 lakh m³ of water through recycling effluent and rainwater harvesting, which is 21% of total water consumption. Two Plants achieved Water Neutral certification in FY 2022-23 and remaining Plants are working towards achieving the same. In FY 2022-23, the Company sustained its efforts across Plants to divert hazardous waste from landfill / incineration and derive value from the same. Several Plants divert hazardous wastes for energy recovery through co-processing at cement plants. The Company will continue

this initiative to ultimately achieve ''Zero Waste to Landfill'' status for all its manufacturing operations.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (''CSR'') Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (''CSR Policy'') Rules, 2014 are set out in Annexure - 2 of this Report. The CSR Policy is available on Company''s website at URL: https: //investors.tata motors. com/pdf/csr-policy.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - 3.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is uploaded on the website of the Company and the same is available on https://www. tatamotors.com/investors/annual-reports/

DIRECTORS AND KEY MANAGERIAL PERSONNELAppointment / Re-appointment

As reported last year, Mr Al-Noor Ramji (DIN: 00230865), was appointed as an Additional Director and Non-Executive Independent Director on the Board of the Company w.e.f May 1, 2022. Mr Om Prakash Bhatt (DIN: 00548091) and Mrs Hanne Birgitte Sorensen (DIN: 08035439) were reappointed as Non-Executive Independent Directors on the Board of the Company w.e.f May 9, 2022 and January 3, 2023, respectively. Aforesaid appointments were approved by the Members at the 77^th AGM held on July 4, 2022.

The Board of Directors on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations has appointed Mrs Usha Sangwan (DIN: 02609263) as an Additional and Non-Executive Independent Director on the Board for a tenure of 5 years w.e.f. May 15, 2023, subject to approval of Members at this

AGM. She shall hold office as Additional Director upto the date of this AGM and is eligible for appointment as a Director.

In accordance with provisions of the Act and the Articles of Association of the Company, Mr N Chandrasekaran, NonExecutive Director (DIN: 00121863) is liable to retire by rotation at the ensuing and is eligible for re-appointment.

Mr Theirry Bollore (DIN: 08935293) vide letter dated November 16, 2022, tendered his resignation as the Chief Executive Officer of Jaguar Land Rover Automotive Plc, UK ("JLR"), a WOS of the Company due to personal reasons w.e.f. December 31, 2022. Consequent upon cessation of his aforesaid employment with JLR, Mr Thierry Bollore has resigned as Non-Executive Non-Independent Director of the Company w.e.f December 31, 2022.

The Board of Directors places on record their appreciation for contributions made by Mr Bollore during his tenure.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the SS-2 on General Meeting are given in the Notice of AGM, forming part of the Annual Report.

Independent Directors

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr Om Prakash Bhatt, Ms Hanne Sorensen, Ms Vedika Bhandarkar, Mr Kosaraju Chowdary and Mr Al Noor Ramji are the Independent Directors of the Company as on date of this Report.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel (''KMPs'') of the Company during FY 2022-23 were:

• Mr Girish Wagh, Executive Director

• Mr Pathamadai Balachandran Balaji, Group Chief Financial Officer

• Mr Maloy Kumar Gupta, Company Secretary

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance alongwith the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, as required in terms of the SEBI Listing Regulations, is annexed to this Report.

MEETINGS OF THE BOARD

The Board of Directors held 6 (six) meetings during the FY 2022-23. For details, please refer to the Report on Corporate Governance, which forms part of this Annual Report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders'' Relationship Committee

• Risk Management Committee

• Safety, Health and Sustainability Committee

• Technology Committed

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

BOARD EVALUATION

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Chairman of the Board had one-on-one meetings with the Independent directors and the Chairman of NRC had one-on-one meetings with the Executive and Non-Executive, Non-Independent Directors. These meetings were i ntended to obtain Di rectors'' inputs on effectiveness of the Board/Committee processes.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Please refer to the Paragraph on Familiarisation Programme in the CG Report for detailed analysis.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s Policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder and in the Report on Corporate Governance, which is a part of this Report.

Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a director''s appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

• Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

The said policy is also available on the Company''s website URL: https://investors.tatamotors.com/pdf/directors-appointment-remuneration.pdf

VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the Tata Code of Conduct (''TCoC''), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the TCoC cannot be undermined.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and Wemployees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. All persons have access to the Chairperson of the Audit Committee. In addition to the above, the employee also has an option to approach the Chief Ethics Counsellor (''CEC'').

The policy of vigil mechanism is available on the Company''s website at URL: https://investors.tatamotors.com/pdf/whistle-blower-policy.pdf

AUDITStatutory Audit

M/s B S R & Co. LLP, (''BSR'') Chartered Accountants (ICAI Firm No. 101248W/ W-100022), were re-appointed as the Statutory Auditors of the Company for a tenure of 5 years commencing from the conclusion of the 77^th AGM of the Company until the conclusion of the 82^nd AGM of the Company to be held in the year 2027.

The Statutory Auditor''s Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Branch Audit

The Resolution authorizing the Board of Directors to appoint Branch Auditors for the purpose of auditing the accounts maintained at the Branch offices of the Company abroad is

being placed for approval of the Members in the Notice of the forthcoming AGM.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Director appointed M/s Parikh & Associates, (Registration No. - P1988MH009800), a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the year ended March 31, 2023. The Report of the Secretarial Audit is annexed herewith as Annexure - 4. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.

Cost Audit & Cost Records

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s Mani & Co., a firm of Cost Accountants in Practice (Registration No.000004) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2024. M/s Mani & Co. have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at the forthcoming AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

OTHER DISCLOSURESPARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FY 2022-23 with related parties were on an arm''s length basis and in the ordinary course of business and approved by the Audit Committee. Certain transactions, which were repetitive in nature, were approved through omnibus route.

During FY 2022-23, the Company has not given guarantee to any of its subsidiaries, joint ventures, associates companies and other body corporates and persons.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public during the year under review, and as such, no amount of

As per the SEBI Listing Regulations, if any Related Party Transactions (''RPT'') exceeds '' 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members approval. In this regard, during the year under review, the Company has taken necessary Members approval. However, there were no material transactions of the Company with any of its related parties as per the Act. Therefore the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for FY 2022-23 and, hence, the same is not required to be provided.

The details of RPTs during FY 2022-23, including transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements.

During the FY 2022-23, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

Pursuant to the requirements of the Act and the SEBI Listing Regulations the Company has formulated a policy on RPTs and is available on Company''s website URL: https:// investors. tatamotors.com/pdf/rpt-policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per Section 186 of the Act, the details of Loans, Guarantees or Investments made during FY 2022-23 are given below:

''in crore
Name of Companies	Nature of Transactions	Loans	Investments
TML Smart City Mobility Solutions Ltd.	Equity infusion	--	5.00
Tata Motors Body Solutions	Equity	--
Ltd. (previously known as Tata	investment		99.99
Motors Marcopolo Ltd.)	Loan	15.00	--
TML CV Mobility Solutions Ltd.	Equity infusion	--	44.95
TML CV Mobility Solutions Ltd.	Loan	45.00	--

principal or interest on deposits from public was outstanding as on the date of the balance sheet, except for unclaimed and unpaid deposits pertaining to previous years.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, secretarial auditors and external agencies, including audit of internal controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

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

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) t hey have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Please refer to the paragraph on Internal Control Systems and their Adequacy in the Management Discussion and Analysis report for detailed analysis.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

INVESTOR EDUCATION AND PROTECTION FUND

Refer Corporate Governance Report para on ''Transfer of unclaimed / unpaid amounts / shares to the Investor Education and Protection Fund (IEPF)'' for details on transfer of unclaimed/unpaid amount/shares to Investor Education and Protection Fund (IEPF)''.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the Financial Statement.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no change in the nature of business of the Company.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company''s employees for their contribution towards the Company''s performance. The Directors would also like to thank the members, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

1

The results of Passenger Vehicle (''PV'') undertaking along with joint operation Fiat India Automobiles Private Limited (''FIAPL'') for the period April 1, 2021 to December 31, 2021 has been disclosed as discontinued operations.

2

It includes the Company''s proportionate share of income and expenditure in its joint operations, namely, Tata Cummins Private Limited.

---

Mar 31, 2021

TO THE MEMBERS OF TATA MOTORS LIMITED

The Directors present their Seventy Sixth Annual Report along with the Audited Financial Statement of Accounts for the FY 2020-21. FINANCIAL RESULTS

PARTICULARS	('' in crores) Standalone* Consolidated
	FY 2021	FY 2020	FY 2021	FY 2020
Revenue from operations	47,031.47	43,928.17	2,49,794.75	2,61,067.97
Total expenditure	44,629.62	43,510.11	2,14,012.84	2,37,153.67
Operating profit	2,401.85	418.06	35,781.91	23,914.30
Other Income	842.96	1,383.05	2,643.19	2,973.15
Profit before interest, foreign exchange, depreciation, amortization, exceptional item and tax	3,244.81	1,801.11	38,425.10	26,887.45
Finance cost	2,358.54	1,973.00	8,097.17	7,243.33
Profit before depreciation, amortization, exceptional item, foreign exchange and tax	886.27	(171.89)	30,327.93	19,644.12
Depreciation, amortization and product development/ engineering Expenses	4,589.25	4,205.53	28,773.34	25,613.92
Foreign exchange (gain)/loss (net)	1.67	239.00	(1,732.15)	1,738.74
Profit/(loss) before exceptional items and tax	(3,704.65)	(4,616.42)	3,286.74	(7,708.54)
Exceptional Items - (gain) / loss (net)	(1,392.08)	2,510.92	13,761.02	2,871.44
Profit/(loss) before tax	(2,312.57)	(7,127.34)	(10,474.28)	(10,579.98)
Tax expenses/ (credit) (net)	82.87	162.29	2,541.86	395.25
Profit/(loss) after tax	(2,395.44)	(7,289.63)	(13,016.14)	(10,975.23)
Share of profit of joint venture and associates (net)	-	-	(378.96)	(1,000.00)
Profit/(loss) for the year	(2,395.44)	(7,289.63)	(13,395.10)	(11,975.23)
Other comprehensive income/(loss)	442.99	(378.72)	2,919.34	11,504.47
Total Other comprehensive income/(loss) for the year	(1,952.45)	(7,668.35)	(10,475.76)	(470.76)
Attributable to:
Shareholders of the Company	-	-	(10,551.20)	(578.88)
Non-controlling interest	-	-	75.44	108.12
* These include the Company''s proportionate share of income and expenditure in its two joint operations, namely Tata Cummins Pvt. Ltd. and Fiat India Automobiles Pvt. Ltd.

DIVIDEND

In view of losses for FY 2020-21, we regret that no dividend can be paid to the Members as per the provisions of the Companies Act, 2013 (''the Act'') and the Rules framed thereunder.

TRANSFER TO RESERVES

Due to losses in FY 2020-21, no amount has been transferred to Reserves. An amount of ''134 crores was transferred from Debenture Redemption Reserve to Retained earnings.

FINANCIAL PERFORMANCE AND STATE OF THE COMPANY''S AFFAIRS

Operating Results and Profits

Tata Motors Limited consolidated revenue from operations was ''2,49,795 crores in FY 2020-21, 4.3% tower than ''2,61,068 crores in FY 2019-20.

The consolidated EBITDA margin was at 12.2% in FY 2020-21 as compared to 8.5% in FY 2019-20. EBIT margin stood at 2.6% in FY 2020-21 as compared to (0.04)% for FY 2019-20. Loss for the period (including share of associates and joint ventures) stood at ''13,395

The free cash ftow (auto) was inftow of ''5,317 crores in FY 2020-21 compared to outflow of ''12,676 crores for FY 2019-20.

Refer Management Discussion and Analysis (MD&A) Report para Operating Results for detail analysis.

Tata Motors Limited recorded revenue from operations (including joint operations) of ''47,031 crores in FY 2020-21, 7.1% higher than ''43,928 crores in FY 2019-20. Loss before and after tax (including joint operations) for FY 2020-21 were at ''2,313 crores and ''2,395 crores, respectively as compared to Loss before and after tax (including joint operations) of ''7,127 crores and ''7,290 crores, respectively for FY 2019-20. The financial performance improved mainly due to better volumes, improved product mix, lower VME and cost savings offset partially by commodity inflation and impact of COVID-19 pandemic.

Jaguar Land Rover (''JLR''), (as per IFRS) recorded revenue of GB£19.7 billion in FY 2020-21 compared to GB£23.0 billion in FY 2019-20, down by 14.2%. Wholesales (excluding CJLR) declined by 27.0% year-on year, primarily as a result of the impact of coronavirus affecting all key regions except for China where wholesales grew 23.1% year on year. The reduction in revenue was much lower than the decline in wholesales, reflecting the strong favourable sales mix and higher average revenue

340 basis points from FY 2019-20. The Company posted its highest ever sales in 9 years, for both the month as well as the quarter ended March 31, 2021. For FY 2020-21, the business registered its highest ever annual sales in 8 years. The growth has come on the back of phenomenal response received for the ''New Forever'' range and series of transformative actions taken including, focused and agile marketing to improve the share of voice, channel management transformation to earn dealer trust and revamp dealer profitability, introduction of variants of existing models with aspirational features at accessible price points to expand the customer base, synchronization of daily retail, offtake and production enabling fast cash rotation for channel partners and for Company, focused actions in identified micro-markets to achieve step jump in market share. In addition, expeditious ramping up of supplies by debottlenecking of capacities, sweating of in-house as well as supplier end assets and augmenting of supplier capacity supported the growth.

In January 2021, the Company launched its premium flagship SUV - the all-new Safari. An arresting design, unparalleled versatility, plush and comfortable interiors and powerful performance of the Safari perfectly cater to the modern, multifaceted lifestyle of the new age SUV customers and their desire for the perfect combination of prestige and sophistication along with expression and thrill. Safari had received excellent response from the market with 9,000 bookings till March 2021. Launch of Safari had a positive rub-off on the demand of Harrier which has witnessed consistent increase in bookings from 3,536 in January 2021 to 3,655 in March 2021.

Exports

CV exports for the month of March 2021 closed at 3,654 units, highest since September 2019. FY 2020-21 exports closed at 20,283 units, 31.6% below previous year. Lockdowns imposed in all export markets to arrest the spread of COVID-19 deeply impacted the overall commercial vehicle Industry. Retails for FY 2020-21 closed at 24,105 units, a decline of 35% with respect to previous year. However the Company gained market share in almost all it its major markets, including Bangladesh, Nepal, key markets of Sub Saharan Africa and Middle East region compared to the previous year.

Passenger Vehicle exports for FY 2020-21 closed at 566 units, decline of 61.8% w.r.t. previous year, largely impacted due to COVID-19 pandemic. Retails for FY 2020-21 closed at 980 units, decline of 39.9% with report to previous year.

Refer MD&A para Tata Commercial Vehicles and Tata Passenger Vehicles — Exports for detail analysis.

JAGUAR LAND ROVER (''JLR'')

JLR retail sales were 4,39,588 vehicles in FY 2020-21, down 69,071 vehicles (13.6%) year-on-year. The decline in retails was primarily the result of the initial COVID-19 lockdown impacting the first quarter, with a recovery in sales thereafter. Retail sales in China increased by 23.4% year-on-year, as the region continued to recover strongly from the impact of COVID-19 following easing of strict lockdown measures from early 2020. Retails across all other regions declined significantly year-on-year, including Overseas (26.8%), Europe (26.0%), the UK (22.2%) and North America (14.3%), as strict social distancing measures were enforced through the first quarter and subsequently reintroduced in many markets through the third and fourth quarters. Furthermore, COVID-19 impacted sales of every model in FY 2020-21, apart from the newly introduced Land Rover Defender which retailed a total of 45,244 vehicles in FY 2020-21. JLR wholesales (excluding the China joint venture) were 3,47,632 vehicles in FY 2020-21, down 27.0% compared to FY 2019-20.

Refer MD&A para JLR for detail analysis on wholesale and retail sales volumes.

per vehicle during the year. Profit before tax and exceptional items was £662 million in FY 2020-21, significantly improved on the loss before tax and exceptional items of £393 million in FY 2019-20, reflecting the higher EBIT as well as favourable revaluation of unrealised hedges JCR''s foreign currency debt, partially offset by higher net finance expense as a result of the increase in indebtedness. The announcement of our Reimagine Strategy in February 2021 triggered £1.5 billion of total exceptional charges in the fourth quarter comprising one-time non-cash write downs of £952 million for products that will not now be completed and £534 million of restructuring and other costs. After exceptional charges, the loss before tax for FY 2020-21 was £861 million, compared to the loss before tax of £422 million in FY 2019-20, which included £29 million of exceptional charges.

VEHICLE SALES AND MARKET SHARES

The Tata Motors Group sales for the year stood at 8,37,783 vehicles, down by 12.9% as compared to FY 2019-20. Global sales of all Commercial Vehicles were 2,67,513 vehicles, while sales of Passenger Vehicles were at 5,70,270 vehicles.

Refer MD&A para Overview of Automotive Operations for detail analysis. TATA MOTORS

Tata Motors recorded sales of 4,63,742 vehicles, a growth of 4.4% over FY 2019-20, whereas the Indian Auto Industry volumes declined by 6.1%. The Company''s market share (calculated on wholesales) increased to 14.1% in FY 2020-21 from 12.7% in FY 2019-20.

Commercial Vehicles (''CV'')

The domestic CV industry volume experienced a drop of 21.7% in FY 2020-21, after shrinking by 30.0% in FY 2019-20. The successive drop in FY 2019-20 and FY 2020-21 is attributed to a slew of challenges that included tapering of overall economic growth, increased axle load norms, BS4 to BS6 transition and the pandemic-induced lockdown. After hitting the bottom in H1 FY 2020-21, the CV industry demonstrated a good rebound in Q3 and Q4 FY 2020-21, led by M&HCVs and ILCVs with economy picking up gradually.

Amidst industry-wide shortage of semiconductors and steel price increase in H2 FY 2020-21, the Company''s CV business managed to ramp up volumes and improve market share in H2 FY 2020-21. Overall Tata Motors CV Business sales in the domestic market for FY 202021, witnessed a decline of 22.6% with 2,41,668 units sold. All the four segments saw a decline in volume with the CV passenger segment being the worst hit. TML CV Business improved its Net promoter score (''NPS''), a customer loyalty and satisfaction measurement, from a high base of 65 in FY 2019-20 to 68 in FY 2020-21.

Refer MD&A para Commercial Vehicles in India for detail analysis.

Passenger Vehicles (''PV'')

Domestic PV industry witnessed a decline of 2% in FY 2020-21 as compared to FY 2019-20. Lockdown imposed by Government of India to arrest the spread of COVID-19 had deeply impacted the Industry which de-grew by 78% in Q1 FY 2020-21. Markets started opening up post partial lifting of lockdown in May 2020. Post unlock 1.0, Industry has witnessed a consistent growth on account of pent-up demand, increasing preference for personal mobility, good traction from rural sector owing to good rabbi harvest post festive season, new launches and continued financing support with attractive interest rates and innovative financing schemes.

The Company registered growth of 68.5% in FY 2020-21 vis-a-vis FY 2019-20 with a total volume of 2,22,074 units. The market share (calculated on wholesales) for FY 2020-21 was 8.2%, an increase of

Some of the key highlights of FY 2020-21 were:

• The new Land Rover Defender went on sale at the beginning of the year with retails reaching 45,244 vehicles in FY 2020-21. In addition to the 110 wheelbase variant, launched first, a shorter wheelbase 90 is also now on sale with commercial variants and a V8 derivative also launched this fiscal year.

• The new Land Rover Defender won a number of awards during the year including the coveted 2021 World Car Design of the year, Top Gear car of the year and Production Car design of the year.

• A number of 2021 model year upgrades were launched in the year including special edition Range Rover and Range Rover Sport, Range Rover Velar, Land Rover Discovery, Jaguar XE, XF, F-PACE and E-PACE.

• Twelve of JLR''s models now have an electrified option, including eight with plug-in hybrid, 11 with mild hybrid and the all-electric Jaguar I-PACE. Furthermore, 51% of retails in FY 2020-21 were electrified.

• Production of a 6 cylinder Ingenium 3.0-litre diesel engine (including with mild hybrid technology) started during the year at the EMC in Wolverhampton (UK).

• New Jaguar F-TYPE heritage 60 edition launched to celebrate the diamond anniversary of the legendary Jaguar E-TYPE.

• A number of initiatives during the year to support the fight against COVID-19 including the production of protective visors for the NHS, deployment of over 350 vehicles to support the emergency responses, provision of extensive onsite testing and the ongoing NHS Workplace Vaccination Programme pilot at the Solihull plant.

Tata Daewoo Commercial Vehicle Company Limited (''TDCV'')

The consolidated revenue of TDCV was increased by 5.8% to ''3,316 crores in FY 2020-21 from ''3,134 crores in FY 2019-20. Overall sales decreased by 1.21% to 5,127 units in FY 2020-21 from 5,190 units in FY 2019-20 mainly due to lower export sales which was largely affected by worldwide disruption hit by COVID-19 pandemic.

Refer MD&A para Tata Commercial Vehicles and Tata Passenger Vehicles — Exports for detail analysis.

TMF Holdings Limited (''TMFHL'')

Despite FY 2020-21 witnessing several challenges including transition to BS6, low growth in rural wages and the crippling impact of COVID-19 pandemic from mid-March, TMF Group Assets Under Management (aUM) grew by 16% Y-o-Y to ''42,810 crores, as against ''36,882 crores in the year earlier. CV market share improved by 201 bps to 33% in FY 2020-21. Consolidated Profit Before Tax for FY 2020-21 grew by 78% to ''266 crores as against ''149 crores in FY 2019-20.

Refer MD&A para Tata and other brand vehicles - Vehicles Financing for detail analysis.

SHARE CAPITAL

The Company in FY 2019-20 allotted 20,16,23,407 Ordinary Shares at a price of ''150 per Ordinary Shares aggregating to ''3,024 crores and 23,13,33,871 Convertible Warrants ("Warrants"), each carrying a right to subscribe to one Ordinary Share per Warrant, at a price of ''150 per Warrant ("Warrant Price"), aggregating to ''3,470 crores on a preferential basis to Tata Sons Private Limited and an amount equivalent to 25% of the Warrant price was paid at the time of subscription. During FY 2020-21, balance 75% of the Warrant Price was paid by the Warrant Holder against each Warrant pursuant to exercise of the options attached to the Warrants and 23,13,33,871 Ordinary Shares were allotted to Tata Sons Private Limited. As at March 31, 2021, an

amount of ''2,602.51 crores has been received and is to be utilized for repayment of debt, meeting future funding requirements and other general purposes of the Company and its subsidiaries.

ISSUE OF DEBENTURES

During the year, the Company has issued and allotted on private placement basis, secured, listed, redeemable, non- convertible Debentures (NCDs) aggregating ''1,000 crores.

FINANCE

Amid the challenging environment, further impacted by COVID-19 pandemic, the Company and JLR maintained its finances prudently, meeting the business needs as well as ensuring reduction of net debt. The Company has sufficient liquidity to weather the demand shocks. As at March 31, 2021, the Company''s liquidity (including Joint operations) was ''7,897 crores (including undrawn credit facility of ''1,000 crores), while JLR''s liquidity was at £ 6.7 bn (including unutilized credit facility of £ 1.9 bn).

On account of general economic downturn and several headwinds, including COVID-19 pandemic, both the Company and JLR witnessed certain revisions in credit ratings.

Refer MD&A para Liquidity and Capital Resources for detail analysis.

Material Changes and Commitment affecting the Financial Position

The impact of COVID-19 on the Company''s financial statements has been given in Note 2(d) of the Notes to financial statements for the year ended March 31, 2021 and the Company''s response to the situation arising from this pandemic has been explained in the MD&A, which forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company and its subsidiaries for FY 2020-21 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations] as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statement together with the Independent Auditor''s Report thereon form part of this Annual Report. Pursuant to Section 129(3) of the Act, salient features of the financial statements of the Company''s subsidiaries, associates and joint ventures is attached to the financial statements in Form no. AOC-1 which is also available on the Company''s website. Pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statements of the subsidiary companies upon a request by any member of the Company or its subsidiary companies. The members can send an e-mail to inv [email protected] upto the date of the AGM and the financial statements of the Company, Consolidated financial statements along with other relevant documents and the financial statements of the subsidiary companies would also be available on the Company''s website URL: https://www.tatamotors.com/investors/annual-reports/

SUBSIDIARY, JOINT ARRANGEMENTS AND ASSOCIATE COMPANIES

The Company has 103 subsidiaries (14 direct and 89 indirect), 9 associate companies, 4 joint ventures and 2 joint operations as at March 31, 2021, as disclosed in the accounts.

During FY 2020-21, the following changes have taken place in subsidiary / associates / joint venture companies:

• JT Special Vehicles Private Limited, ceased to be joint venture and became a wholly-owned subsidiary, consequent to 50% share transfer from Jayem Automotive Private Limited w.e.f August 11, 2020.

• I n-Car Ventures Limited [Name changed from Lenny Insurance Limited w.e.f. February 2, 2021]. 100% shareholding transferred from InMotion Ventures Limited to Jaguar Land Rover Holdings Limited on February 18, 2021.

• Shareholding of InMotion Ventures Limited in InMotion Ventures 4 Limited, wholly owned subsidiary have reduced from 100% to 15% w.e.f December 1, 2020.

• Tata Technologies Europe Limited, 100% shareholding transferred from INCAT International PLC to Tata Technologies Pte. Limited (Singapore) w.e.f. May 27, 2020.

• Escenda Engineering AB name changed to Tata Technologies Nordics AB w.e.f. November 2, 2020. 100% shareholding transferred from Tata Technologies Europe Limited (UK) to Tata Technologies Pte. Limited (Singapore) w.e.f. August 26, 2020.

• Cambric GmbH was liquidated w.e.f September 17, 2020.

Transfer of Defence Undertaking to Tata Advanced Systems Limited: The Company transferred the Defence Undertaking pursuant to a Scheme of Arrangement as a going concern on a slump sale basis to Tata Advanced Systems Limited at an enterprise value of ''209.27 crores (''the Scheme''). In FY 2019-20, the Company had received requisite approvals from the shareholders and National Company Law Tribunal. After meeting the pre-conditions prescribed under the Scheme, the Scheme became effective on April 1, 2021.

Transfer of Passenger Vehicles Undertaking to TML Business Analytics Services Limited: The Company proposes to transfer and vest of the Passenger Vehicles Undertaking Business (''Passenger Vehicle Undertaking'') pursuant to a Scheme of Arrangement as a going concern on a slump sale basis to TML Business Analytics Services Limited (''TBASL''), who holds directly or indirectly, 100% equity interest in TML Business Services Limited, for a lump sum consideration of ''9,417 crores; and reduction of share capital of the Company without extinguishing or reducing its liability on any of its shares by writing down the securities premium account in part, which is lost or is unrepresented by available assets, with a corresponding adjustment to the accumulated losses amounting to ''11,173.59 crores. The consideration shall be settled by TBASL through issuance of 941,70,00,000 equity shares of TBASL of ''10 each. Your Company has received No Objection from the Stock Exchanges, Securities Exchange Board of India and requisite approvals from the Company''s shareholders, secured creditors, etc. for the said transfer. Approvals from the National Company Law Tribunal (''NCLT'') and other statutory authorities are under process.

There has been no material change in the nature of business of the subsidiary companies.

The policy for determining material subsidiaries of the Company is available on the Company''s website URL: https://investors.tatamotors. com/pdf/materiat.pdf

RISK MANAGEMENT

The Risk Management Committee is constituted to frame, implement and monitor the risk management plan of the Company.

The Board takes responsibility for the overall process of risk management throughout the organisation. Through an Enterprise Risk Management programme, our business units and corporate functions address risks through an institutionalized approach aligned to our objectives. This is facilitated by corporate finance. The Business risk is managed through cross-functional involvement and communication across businesses. The results of the risk assessment are presented to the senior management.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

Refer MD&A para internal Control Systems and their Adequacy for detail analysis.

HUMAN RESOURCES

Refer MD&A para Human Resources / Industrial Relations for detail analysis.

Diversity and Inclusion

Diversity and Inclusion at workplace helps nurture innovation, by leveraging the variety of opinions and perspectives coming from employees with diverse age, gender and ethnicity. The Company has organized a series of sensitisation and awareness campaigns, to help create an open mind and culture to leverage on the differences. The network of Women@Work and the Diversity Council has widened to location councils as we move along the journey. Women development and mentoring programme have increased, with clear focus on nurturing their career journeys, to help the Company build a pipeline of women leaders in near future.

The Company employed 5.48% women employees in FY 2020-21 vis- a-vis 5.79% in FY 2019-20.

Prevention of Sexual Harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. Internal Committee is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

During FY 2020-21, the Company had received 1 complaint on sexual harassment which was subsequently withdrawn basis request from the complainant. The Company organized 95 instructor led awareness workshops across locations. In addition, certain employees were covered through e-module program of the Company.

Tata Motors Limited Employees Stock Option Scheme (''the Scheme'')

During FY 2020-21, there has been no change in the Scheme. There were no Options granted or vested or any shares issued on vesting during the year. There were 4,18,894 options which got forfeited / lapsed during the year. The Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014. Appropriate disclosure prescribed under the said Regulations with regard to the Scheme is available on the Company''s website URL: https://www.tatamotors.com/investors/ESOP/

Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-1.

Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The

said Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure are related to any Director of the Company.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report (BRR) on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report and is also available on the Company''s website URL: https://www.tatamotors. com/investors/annual-reports/

SAFETY & HEALTH - PERFORMANCE & INITIATIVES

In continuation of Safety Excellence Journey at the Company, the Organization achieved its 2^nd consecutive Fatality Free Year in FY 2020-21.

During the year several proactive initiatives were undertaken by the Company viz. proactive monitoring of Leading Indicators (also known as Proactive Safety Index), focused training sessions on Risk perception and behaviour based safety, I-care for shop floor employees and Safety felt leadership for middle management. The Company also focused on identification of Critical to Safety workstations to target areas with high potential for accidents. In order to protect its employees, Company undertook Kaizen events to reduce driving related incidents across its Plant locations in FY 2020-21, which ultimately contributed in drastic reduction of driving related incidents at Company''s Plant locations. Also, during the FY 2020-21, the Company strengthened its focus on Safety Processes of its Contractors and Vendors Employees, which resulted in reduction in number of Lost Time Injuries to Contractors and Vendor Employees. Due to exhaustive Safety review measures being undertaken by the Company before commencing its Plants operations which were closed due to COVID-19 outbreak, lead into smooth re-start of operations without any incidents.

In FY 2020-21, the Company''s 7 Manufacturing Plants in India, Safety Performance reported were higher with Total Recordable Case Frequency Rate being 1.39, against 0.40 reported in FY 2019-20. Lost Time Injury Frequency Rate for the Company''s 7 plants in FY 2020-21 was 0.26 as against 0.09 in FY 2020-21.

The Company has robust governance mechanism for safety, health, environment and sustainability where reviews are undertaken at multiple levels. The Safety, Health and Sustainability (SHS) Committee of Board is an apex review body, which reviews performances quarterly, followed by Business Unit (BU) Head level SHE Council which reviews monthly which percolates down to factory level by Apex Committee, various Sub-committees for Safety Standards and then the Factory Implementation committees (FIC). Also for Non-manufacturing areas, focused monthly reviews happen at regional offices with Customer Service and Warehouse teams.

During FY 2020-21, the Company rose through various challenges posed by COVID-19 pandemic. During the onset itself, the Company initiated a robust response to safeguard employees at its plants, offices and warehouses. Social distancing and sanitization norms were established as per World Health Organization (WHO) guidelines and comprehensive employee awareness programs were initiated. During the lockdown, Management engaged with its employees by creating awareness on COVID -19, preventive measures to be undertaken and facilities available for help by the Company. The management stayed in touch with its employees through health surveys, virtual meetings and interactive sessions on social media platforms, Employees Assistance Program'' - a confidential personalized self-help counselling service by qualified professional counsellors was launched in April 2020 by the

Company, which could be availed by its employees and their family members free of cost. The objective of said program was to support employees and dependents to cope up with the physical and mental challenges created by COVID-19. 670 employees contacted counsellors to address their issues. On-line sessions on emotional wellbeing were organized and approx. 3400 employees were benefitted. Robust surveillance diagnostic testing program with Rapid Antigen Test and RT-PCR for employees were carried out and maintained throughout pandemic within Company''s Plant premises. Also several Company''s HR policies on sickness benefits, Insurance benefits and leave policy were modified suitably in view of helping employees and dependents during epidemic.

The Company also collaborated with several Government hospitals, to provide COVID-19 vaccine free of cost to all its eligible employees, including third party contract employees. Due to Company''s said initiative, till date approx. 10,000 people are vaccinated, which includes its employee and their family members, ex-employees, employees of Service Providers and employees of Suppliers. The Company''s medical teams located at Plants supported employees and their dependents during COVID-19 pandemic by arranging beds/ medicines in hospitals and co-ordinated for plasma donation. The Company also donated medical equipment to Government healthcare providers through CSR program.

ENERGY & ENVIRONMENT

The Company has always been conscious of the need to conserve energy in its manufacturing plants and to protect environment. Energy conservation is achieved through optimized consumption of power and fossil fuels and improvements in energy productivity through Energy Conservation (ENCON) projects, which contributes in reduction in operational costs and climate change mitigation through reduction in greenhouse gases. The Company is also signatory to RE100 - a collaborative, global initiative of influential businesses committed to 100% renewable electricity, and is working towards increasing the amount of renewable energy generated in-house and procured from off-site sources.

In FY 2020-21, ENCON efforts contributed to energy savings of 1,16,000 GJ, avoided emission of 22,352 tCO₂e and cost savings of ''21.15 crore to the Company. In FY 2020-21, the Company generated / sourced 73.33 million kWh of renewable electricity for its manufacturing operations, which amounts to 20% of the total power consumption as compared to 21.6% in FY 2019-20 and also contributed in avoidance of emission of 60,860 tCO₂e and financial saving of ''21.10 crores. This is a significant achievement, considering disruptions in Plant operations due to COVID-19. The Company generates renewable energy (RE) in-house through rooftop solar PV (photovoltaic), off-site captive wind farms and through procurement of off-site wind and solar power through "Power Purchase Agreements" (PPA''s). In FY 2020-21, the Company at its Pantanagar Plant enhanced its in-house RE capacity by 2MWp by rooftop Solar PV installation.

In FY 2020-21, the Company conserved a total of 11.47 lakh m³ of water through recycling effluent and rainwater harvesting, which is 27.1% of total water consumption as compared to 16.4% in FY 2019-20. In FY 2020-21, the Company sustained its efforts across Plants to divert hazardous waste from landfill / incineration and derive value from the same. Several Plants divert hazardous wastes for energy recovery through co-processing at cement Plants. The Company will continue this initiative to ultimately achieve ''Zero Waste to Landfill'' status for all its manufacturing operations.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR

activities during the year in the format prescribed in the Companies (CSR Policy) Amendment Rules, 2021 are set out in Annexure - 2 of this Report. The policy is available on Company''s website at URL: https:// investors. tatamotors.com/pdf/csr-poticy.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technotogy absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - 3.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2020-21 is available on Company''s website at https://www. tatamotors.com/investors/annuat-reports/

DIRECTORS AND KEY MANAGERIAL PERSONNELAppointment / Re-appointment

The Board of Directors on the recommendation of Nomination and Remuneration Committee (''NRC'') and in accordance with provisions of the Act and SEBI Listing Regulations, subject to the approval of Members'' at the Annual General Meeting (''AGM''), appointed:

• Mr Thierry Bottore (DIN:08935293) as an Additional and Non-Executive (Non Independent) Director on the Board w.e.f October 27, 2020, liable to retire by rotation.

• Mr Kosaraju V Chowdary (DIN:08485334) as an Additional and Non-Executive (Independent) Director on the Board for a tenure of 5 years w.e.f October 27, 2020. He shatt hold office as Additional Director upto the date of the forthcoming AGM and is etigibte for appointment as a Director.

• Mr Mitsuhiko Yamashita (DIN:08871753) as an Additionat and Non-Executive (Independent) Director on the Board w.e.f September 16, 2020. Mr Yamashita underwent change in designation from Non-Executive (Independent) Director to Non-Executive (Non Independent) Director w.e.f October 27, 2020.

Dr Ratf Speth (DIN:03318908) consequent to retirement from services of Jaguar Land Rover Automotive PLC (''whotty owned subsidiary''), tendered his resignation vide tetter dated October 27, 2020 as the Non-Executive (Non Independent) Director of the Company. The Board of Directors ptaces on record its appreciation for his invatuabte contributions during his tenure as a Director.

In accordance with provisions of the Act and the Artictes of Association of the Company, Mr N Chandrasekaran, (DIN: 00121863) NonExecutive, Chairman is tiabte to retire by rotation and is etigibte for re-appointment.

Mr Guenter Butschek, (DIN:07427375) Chief Executive Officer and Managing Director is being re-appointed w.e.f February 15, 2021 upto June 30, 2021 upon termination of the existing contract, subject to Centrat Government and sharehotders'' approvat.

The disctosures required pursuant to Regutation 36 of the SEBI Listing Regutations and the SS-2 on Generat Meeting are given in the Notice of Annuat Generat Meeting (''AGM''), forming part of the Annuat Report.

Independent Directors

In terms of Section 149 of the Act and the SEBI Listing Regutations, Mr Om Prakash Bhatt, Ms Hanne Sorensen, Ms Vedika Bhandarkar and Mr Kosaraju V Chowdary are the Independent Directors of the Company as on date of this report.

Att Independent Directors of the Company have given dectarations under Section 149(7) of the Act, that they meet the criteria of independence as taid down under Section 149(6) of the Act and Regutation 16(1)(b) of the SEBI Listing Regutations. In terms of Regutation 25(8) of the SEBI Listing Regutations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonabty anticipated, that coutd impair or impact their abitity to discharge their duties with an objective independent judgement and without any externat inftuence. The Company has received confirmation from att the existing Independent Directors of their registration on the Independent Directors Database maintained by the Institute of Corporate Affairs pursuant to Rute 6 of the Companies (Appointment and Quatification of Directors) Rutes, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They futfitt the conditions specified in Act as wett as the Rutes made thereunder and are independent of the management.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Manageriat Personnet (KMPs) of the Company during FY 2020-21 are:

• Mr Guenter Butschek, Chief Executive Officer and Managing Director

• Mr Pathamadai Batachandran Bataji, Group Chief Financiat Officer

• Mr Hoshang K Sethna, Company Secretary

CORPORATE GOVERNANCE

Pursuant to Regutation 34 of the SEBI Listing Regutations, Report on Corporate Governance atong with the certificate from a Practicing Company Secretary certifying comptiance with conditions of Corporate Governance is part to this Report.

MEETINGS OF THE BOARD

During the year, the Board of Directors met 9 times. For detaits, ptease refer to the Report on Corporate Governance, which forms part of this Annuat Report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in tine with the detegated authority.

The fottowing Committees constituted by the Board function according to their respective rotes and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Sociat Responsibitity Committee

• Stakehotders'' Retationship Committee

• Risk Management Committee

• Safety Heatth and Sustainabitity Committee

Detaits of composition, terms of reference and number of meetings hetd for respective committees are given in the Report on Corporate Governance, which forms a part of this Annuat Report. During the year under review, att recommendations made by the various committees have been accepted by the Board.

BOARD EVALUATION

The annuat evatuation process of the Board of Directors, Individuat Directors and Committees was conducted in accordance with the provisions of the Act and the SEBI Listing Regutations.

The Board evatuated its performance after seeking inputs from att the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evatuated by the Board after seeking inputs from the committee members on the

basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of Non- Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Refer Report on Corporate Governance para on Familiarisation Programme.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s policy (salient features) on Directors'' remuneration and other matters provided in Section 178(3) of the Act has been briefly disclosed hereunder and in the Report on Corporate Governance, which is a part of this Report.

Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re- appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

• Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

The remuneration policy is also available on the Company''s website URL: https:// investors.tatamotors.com/pdf/directors-appointment-remuneration.pdf

VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the Tata Code of Conduct (''TCOC''), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the TCOC cannot be undermined.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy. The vigil mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the Chairperson of the Audit Committee. In addition to the above, the employee also has an option to approach the Chief Ethics Counsellor (CEC).

The policy of vigil mechanism is available on the Company''s website at URL: https://investors.tatamotors.com/pdf/whistle-blower-policy.pdf

AUDITStatutory Audit

M/s B S R & Co. LLP, Chartered Accountants (ICAI Firm No. 101248W/ W-100022), the Statutory Auditors of the Company, hold office until the conclusion of Seventy Seventh AGM to be held in the year 2022. Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM. The Statutory Auditors were present in the last AGM.

The Report of the Statutory Auditor forming part of the Annual Report, contains an emphasis of matter as under:

(a) the managerial remuneration paid to the CEO and Managing Director amounting to ''2.22 crores for the period February 15, 2021 to March 31, 2021, exceeds the prescribed limits under Section 197 read with Schedule V to the Act, by ''1.89 crores. The said amount excludes performance and long term incentives, which will be accrued post determination and approval by the Board of Directors of the Company, and such amounts will also exceed the prescribed limits. Further, the Company is also in the process of obtaining Central Government approval since the CEO and Managing Director is a non-resident.

(b) Further, the remuneration payable to non- executive independent directors aggregating ''1.70 crores is subject to approval of the shareholders.

TMF Holdings Limited, wholly owned subsidiary of the Company has issued perpetual debt of ''1,350 crores with call/put option provided by the Company to the investors after 4 years and up to 6 years from the deemed date of allotment.

During FY 2020-21, the Company has not given guarantee to any of its subsidiaries, joint ventures, associates companies and other body corporates and persons.

The management''s response is as follows:

The term of Mr Guenter Butschek, CEO and Managing Director, has been extended from February 15, 2021 to June 30, 2021. Pursuant to the provisions of Section 197 read with Schedule V of the Act, Members'' approval at the upcoming AGM is sought for re-appointment as CEO and Managing Director and payment of minimum remuneration to Mr Butschek as per the terms of his appointment and remuneration for the period February 15, 2021 upto the remainder of his current tenure in case of no profits / inadequate profits for FY 2021-22. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM.

In view of the valuable services being rendered and significant contributions of the Non-Executive Directors (including Independent Directors) to the Company and pursuant to the recently amendments in Sections 149(9), 197(3) and Section II of Part II of Schedule V of the Act, the Board of Directors on the recommendations of the NRC, approved payment of remuneration to the Non-Executive Directors (including Independent Directors) of the Company within the limits prescribed under Schedule V of the Act for the Financial Years 2020-21, 2021-22 and 2022-23 in case of no / inadequate profits in each of these years, subject to the approval of the Members at this AGM. The details of the remuneration to be paid for FY 2020-21 are captured in the Corporate Governance Report. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM.

The Statutory Auditor''s report does not contain any other qualifications, reservations, adverse remarks or disclaimers.

Branch Audit

The resolution authorizing the Board of Directors to appoint Branch Auditors for the purpose of auditing the accounts maintained at the Branch Offices of the Company abroad is being placed for approval of the Members in the Notice for this AGM.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Director appointed M/s Parikh & Associates, (Registration No. - P1988MH009800), a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for year ended March 31, 2021. The Report of the Secretarial Audit is annexed herewith as Annexure - 4. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.

Cost Audit

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s Mani & Co., a firm of Cost Accountants in Practice (Registration No.000004) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2022. The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at the forthcoming AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM.

M/s Mani & Co. have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

OTHER DISCLOSURESPARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FY 2020-21 with related parties were on an arm''s length basis and in the ordinary course of business. There were no material Related Party Transactions (RPTs) undertaken by the Company during the year that require shareholders'' approval under Regulation 23(4) of the SEBI Listing Regulations or Section 188 of the Act. The approval of the Audit Committee was sought for all RPTs. Certain transactions which were repetitive in nature were approved through omnibus route. All the transactions were in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

Given that the Company does not have any RPTs to report pursuant to Sections 134(3)(h) and 188 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2, the same is not provided.

During the FY 2020-21, the Non-executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, remuneration payable to non executive directors (subject to members'' approval) and reimbursement of expenses, as applicable.

The RPT Policy is available on the Company''s website URL: https:// investors.tatamotors.com/pdf/rpt-policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per Section 186, the details of Loans, Guarantees or Investments made during FY 2020-21 are given below:

('' in crores)
Name of Companies	Nature of Transactions	Loans	Investments
JT Special Vehicle Pvt Ltd	Equity Infusion	-	0.02
Tata Steel Limited	Equity investment pursuant to first and final call made by Tata Steel towards partly paid equity shares		16.35
Tata International	Equity investment	-	41.25
Limited	pursuant to rights issue
Tata Hispano Carrocera	Loan	9.68	-
Trilix SRL	Loan	13.37	-
Tata Marcopolo Motors Limited	Inter Corporate Deposits	70.00	-
JT Special Vehicle	Inter Corporate Deposits	4.13	-
Pvt Limited*	given as subvention
Brabo Robotics and	Inter Corporate Deposits	26.86	-

* Both are wholly owned subsidiaries of the Company (TML) and are in the process of shut down of operations and not in a position to meet its external liabilities. Thus, amount paid as subvention.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public during the year under review, and as such, no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet, except for unclaimed and unpaid deposits pertaining to previous years.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, secretarial auditors and external agencies, including audit of internal controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2020-21.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

b) t hey have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Refer MD&A para on Internal Control Systems and their Adequacy'' for detail analysis.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the

Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of SEBI Listing Regulations, the Board of Directors of the Company have formulated a Dividend Distribution Policy. The Policy is also available on the Company''s website URL: https://investors.tatamotors.com/pdf/dividend-distribution-policy.pdf

INVESTOR EDUCATION AND PROTECTION FUND

Refer Report on Corporate Governance para on ''Transfer of unclaimed / unpaid amounts / shares to the Investor Education and Protection Fund (IEPF)'' for detail analysis.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the Financial Statement.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no change in the nature of business of the Company.

ACKNOWLEDGEMENTS

The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic. The Directors wish to convey their appreciation to all of the Company''s employees for their contribution towards the Company''s performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

On behalf of the Board of Directors

NCHANDRASEKARAN

Chairman

Mumbai, May 18, 2021 DIN: 00121863

---

Mar 31, 2019

Board''s Report

TO THE MEMBERS OF TATA MOTORS LIMITED

The Directors present their Seventy Fourth Annual Report along with the Audited Financial Statement of Accounts for the Financial Year 2018-19.

FINANCIAL RESULTS (Rs, in crores)

PARTICULARS	Standalone*		Consolidated
	FY 2019	FY 2018	FY 2019	FY2018
Revenue from operations	69,202.76	58,689.81	3,01,938.40	2,92,340.64
Total expenditure	63,476.23	55,824.11	2,72,143.59	2,58,536.37
Operating profit	5,726.53	2,865.70	29,794.81	33,804.27
Other Income	2,554.66	2,492.48	2,965.31	3,957.59
Profit before interest, foreign exchange, depreciation, amortization, exceptional item and tax	8,281.19	5,358.18	32,760.12	37,761.86
Finance cost	1,793.57	1,744.43	5,758.60	4,681.79
Profit before depreciation, amortization, exceptional item, foreign exchange and tax	6,487.62	3,613.75	27,001.52	33,080.07
Depreciation, amortization and product development/ engineering expenses	3,670.40	3,576.87	27,815.20	25,085.46
Foreign exchange (gain)/loss (net)	215.22	17.14	905.91	(1,185.28)
Profit/(loss) before exceptional items and tax	2,602.00	19.74	(1,719.59)	9,179.89
Exceptional Items - (gain) / loss (net)	203.07	966.66	29,651.56	(1,975.14)
Profit/(loss) before tax	2,398.93	(946.92)	(31,371.15)	11,155.03
Tax expenses (net)	378.33	87.93	(2,437.45)	4,341.93
Profit/(loss) after tax	2,020.60	(1,034.85)	(28,933.70)	6,813.10
Share of profit of joint venture and associates (net)	-	-	209.50	2,278.26
Profit/(loss) for the year	2,020.60	(1,034.85)	(28,724.20)	9,091.36
Other comprehensive income/(loss)	(23.43)	43.22	(5,575.77)	29,562.51
Total Other comprehensive income/(loss) for the year	1,997.17	(991.63)	(34,299.97)	38,653.87
Attributable to:
Shareholders of the Company	-	-	(34,401.73)	38,524.52
Non-controlling interest	-	-	101.76	129.35

* These include the Company''s proportionate share of income and expenditure in its two joint operations, namely, Tata Cummins Pvt. Ltd. and Fiat India Automobiles Pvt. Ltd.

DIVIDEND

In view of inadequate profits for FY 2018-19, no dividend is permitted to be paid to the Members as per the provisions of the Companies Act, 2013 (''the Act'') and the Rules framed there under.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profits for FY 2018-19 in the Profit and Loss Account.

FINANCIAL PERFORMANCE AND STATE OF THE COMPANY''S AFFAIRS Operating Results and Profits

The Indian economy in FY 2018-19 started with a healthy 8.2% growth in the first quarter on the back of domestic resilience. Growth eased to 7.3% in the subsequent quarter due to rising global volatility, largely from financial volatility, normalized monetary policy in advanced economies, externalities from trade disputes, and investment rerouting. Further, the Indian rupee depreciated because of the crude price shock, and conditions exacerbated as recovery in some advanced economies caused faster investment outflows.

Global growth is moderating as the recovery in trade and manufacturing activity is losing its steam. Despite ongoing negotiations, trade tensions among major economies remain elevated. Growth in the United States has remained solid, bolstered by fiscal stimulus. In contrast, activity in the Euro Area has been somewhat weaker than previously expected, owing to slowing net exports. China registered growth of 6.5% in 2018. A rebound in private fixed investment helped offset a decline in public infrastructure and other state spending. However, industrial production and export growth have decelerated, reflecting easing global manufacturing activity. Japan''s economy also saw annualized growth of 0.8% due to bad weather and natural disasters. The GDP rate of Russia slowed down to 0.8% in 2018. At a growth rate of 1.2%, South Africa''s economic expansion would still be above the 0.8% level at which the economy expanded in 2018. The Middle East economy growth looks uncertain with the cut in oil production in compliance with OPEC deal and geopolitical risks will continue to cap the growth.

The Tata Motors Group registered a growth of 3.3% in income from operations to Rs,3,01,938 crores in FY 2018-19 as compared to Rs,2,92,341 crores in FY 2017-18. This was due to better sales volume in the business in India and due to favorable translation impact from Great Britain Pound (''GBRs,'') to Indian Rupee (T) of Rs,14,517 crores. Earnings before other income, interest and tax, were Rs,3,774 crores in FY 2018-19 compared to Rs,11,788 crores in FY 2017-18. The decrease was primarily driven by the performance of Jaguar Land Rover business, including higher depreciation and amortization and fixed marketing expenses / selling costs. The Company''s net loss (attributable to shareholders of the Company) was Rs,28,826 crores in FY 2018-19 as compared to a profit of Rs,8,989 crores in FY 2017-18. In FY 2018-19, the Company has taken an impairment charge of Rs,27,838 crores for Jaguar Land Rover, due to weak sales and profitability change in the market conditions, especially in China and technology disruptions.

Tata Motors Limited recorded revenue from operations (including joint operations) of Rs,69,203 crores in FY 2018-19, 17.9% higher from Rs,58,690 crores in FY 2017-18. Growth in demand of Medium and Heavy Commercial Vehicle (''M&HCV'') and Light Commercial Vehicle (''LCV''), new product offerings in passenger cars and Utility Vehicles (''UV''), resulted in increase in EBITDA margins to 7.4% in FY 2018-19 as against 4.1% in FY 2017-18. Profit Before and After Tax (including joint operations) for FY 2018-19 were at Rs,2,399 crores and Rs,2,021 crores, respectively as compared to Loss Before and After Tax (including joint operations) of Rs,947 crores and Rs,1,035 crores respectively for FY 2017-18.

Jaguar Land Rover (''JLR''), (as per IFRS) recorded revenue of GBRs,24.2 billion in FY 2018-19 compared to GBRs,25.8 billion in FY 2017-18, down by 6.2% broadly in line with the decline in wholesales (excluding CJLR) which were down 6.9% primarily as a result of the challenging conditions in China.

Consolidated EBITDA for FY 2018-19 was GBRs,2.0 billion, lower compared GBRs,2.8 billion for FY 2017-18, as a result of the lower wholesales, higher incentive and warranty costs, partially offset by Project Charge cost efficiencies and favorable realized foreign exchange movements. The Loss Before Interest and Tax (''EBIT'') was GBRs,(180) million in FY 2018-19 compared to EBIT of GBRs,971 million in FY 2017-18, due to the lower EBITDA, higher depreciation and amortization and lower profits from the China joint venture.

The Loss Before Tax excluding exceptional items in FY 2018-19 was GBRs,(358) million compared to Profit Before Tax excluding exceptional items of GBRs,1.1 billion in FY 2017-18, primarily reflecting the lower EBIT, higher interest costs and unfavorable revaluation of hedges and foreign currency debt in FY 2018-19 compared to favorable revaluation in the prior year. Exceptional charges totaled Rs,3.3 billion for FY 2018-19, including a Rs,3.1 billion asset impairment in Q3 and a further Rs,149 million for employee separation charges in Q4.

Free cash flow was negative Rs,1.3 billion for FY19 (including Rs,1.4 billion positive free cash flow in Q4) after lower investment of Rs,3.8 billion and Rs,403 million of working capital inflows. As at 31 March 2019, JLR had Rs,3.8 billion of cash and a Rs,1.9 billion undrawn credit facility resulting in Rs,5.7 billion of total liquidity.

TMF Holdings Limited (''TMFHL''), the Company''s captive financing subsidiary, reported consolidated revenues of Rs,3,975 crores (FY 2017-18: Rs,2,908 crores) and Profit After Tax of Rs,164 crores in FY 2018-19 (FY 2017-18: Rs,76 crores).

Tata Daewoo Commercial Vehicle Company Limited, South Korea (''TDCV'') (as per Korean GAAP), registered revenues of KRW 651.36 billion, a drop of 25.0% over FY 2017-18. The Loss After Tax was KRW 28.02 billion as compared to Profit After Tax of KRW 33.66 billion in FY 2017-18. Lower profitability was mainly due to lower sales and lower absorption of fixed costs partially offset by material cost reduction.

Vehicle Sales and Market Shares

The Tata Motors Group sales for the year stood at 12,74,072 vehicles, up by 4.3% as compared to FY 2017-18. Global sales of all Commercial Vehicles were 5,27,286 vehicles, while sales of Passenger Vehicles were at 7,46,786 vehicles.

Tata Motors

Tata Motors recorded sales of 6,79,288 vehicles, a growth of 16.2% over FY 2017-18, higher than the Indian Auto Industry grew by 5.9%. The Company''s market share increased to 15.5% in FY 2018-19 from 14.1% in FY 2017-18. The Company''s exports on standalone basis were marginally higher by 1.4% to 53,140 vehicles in FY 2018-19 as compared to 52,404 vehicles in FY 2017-18.

Commercial Vehicles (''CV'')

The CV Industry started FY 2018-19 on a very strong note, which continued through first half before being impacted by the implementation of the increased Axle load norm. This resultant drop in demand along with increase in parc capacity, the liquidity crunch triggered by the NBFC crisis, coupled with other factors dampened the demand largely in second half. However, overall FY 2018-19 was a year of robust growth for the CV industry. Tata Motors CV Business sales in the domestic market for FY 201819, witnessed a robust growth of 17.2% with 4,68,788 units sold. The market share of Tata Motors for FY 2018-19 was 45.1%. All the four segments showed strong growth with three out of four segments inching up their market share.

Some of the highlights for the year were:

- M&HCV volumes grew by 12.3% in FY 2018-19. Several new products and variants across the Prima and Signa platforms were launched. These include LPT 1618 5L Turbotronn - the first 4 cylinder engine offering in M&HCV range, SIGNA 4923.T and 4823.T - India''s first range of 16 wheeler trucks with 49T and 47.5T GVW, the entire range of Increased Axle Load range of products from 18.5T to 55T GVW across trucks, tractors and new range of Tippers: - 1913.T and 1918.T, 2818.T, 3518.T, 4223.T, 4623.S, 5523.S, 2823.TK/K, 1918K, 1923K. Tata Motors inched up its market share by 0.7% in this segment, with a growth for the first time after 10 years.

- ILCV volumes registered a strong growth of 23% in the FY 2018-19. Tata Motors reinforced its position through the introduction of the Ultra 1518.T, Ultra 1412, Ultra T.7 with smaller cabin design suitable for intercity operations in domestic and international markets. In addition the launch of LPT407/27 FE, LPT 1412SLP, LPT 1212CRX, LPT1512 CRX, SFC 909, LPT 909/49 CNG and India''s first 13.8T CNG vehicle LPT1412 CNG in the regular ICV range helped Tata Motors establish itself as No. 1 in ICVs sub-segment. Tata Motors also launched specialized e-commerce containers range with advanced features like surveillance cameras, OTP based Lock, Load sensors etc. in the year. Tata Motors market share in the segment was up by 0.5% compared to FY 2017-18.

- SCV & Pickup Volumes grew by 23.9% in FY 2018-19. The launch of Tata Ace Gold with the legendary facia, popular among the target customer group added to the Company''s strength in the Ace family. The market share was up by 0.7% compared to FY 2017-18.

- Volumes in the CV passenger segment grew by 3.5% in FY 2018-19. The introduction of 15 seater and 12 seater Winger helped to cater to the ever increasing tour and travel segment. The year also saw introduction of 1623, a 230 HP 12 meter bus, typically used for intercity coaches. In addition EGR vehicles on the 1515 range and 1212, a bus meant to cater to the higher seating capacity rugged application, very prevalent in the country today were launched. On the other end of the spectrum, 407 on the smaller wheel base (2900 WB) was introduced as a perfect fit to intra-city congested roads for both school and staff applications.

- Reiterating its commitment to greener fuel options, the Company started delivery of electric buses to various State Transport Units.

- The Company significantly improved the ability to provide customers with end-to-end support and comfort through enhancing value added services under a umbrella brand of "Sampoorna Seva". The key elements include 6 Year 6 lakh km warranty on the entire range of M&HCVs, Tata Alert breakdown assistance service available across 3 million kilometers of Indian roads and Tata Delight Loyalty Program.

- Non-vehicle business revenue for CVBU from spares, prolife and aggregates increased by 21.6% in FY 2018-19. Tata Motors Genuine Oil (''TMGO'') launched last year reached 17,000 KL of sale helping to bring down the Total Cost of Ownership for its customers.

Passenger Vehicles (''PV'')

The domestic PV Industry grew by 2.8% during FY 2018-19 registering a volume of 3.35 million vehicles. Barring the first quarter, industry de-grew consecutively for three quarters. Overall, the Industry performance was affected by delay in availability of retail finance, higher interest rate, higher acquisition price because of requirement of buying three year insurance at the time of purchase, negative sentiment in market and postponement of purchase decisions. As a result, the retail sales was far below expectations. This led to higher stock at dealerships and dealers faced the challenge of the working capital rotation.

The festival seasons during the year did not give the expected impetus. The beginning of the festive season was washed out due to unprecedented floods in Kerala. During Navaratri and Diwali, the market was expected to bounce back and infuse positive energy into the system. But just before this festive season the liquidity was severely impacted because of NBFC crisis. The festive season reported a 14% de-growth, one of the worst festive sales performance in the recent past.

Whilst market situation remained challenging throughout the year, Tata Motors PV business outperformed the market. The Company registered a 13.9% overall growth in FY 2018-19 with a total volume of 2,10,500 units. The market share for the year was 6.3%, an improvement of 60 basis points from FY 2017-18. The growth rate 13.9% for the Company is ahead of the industry. This is the highest unit sales and market share over the last 5 years.

Tiago registered a growth of 17% in its 3^rd year of market presence with 2,00,000 customers. Nexon was awarded with 5 star safety rating by GNCAP, the only car in India with 5 star safety rating, and established itself as the second most selling SUV with annual sales of over 55,000 units.

To counter the market slowdown, the Company did four critical product interventions within 51 days in festival season, namely, Tiago NRG, Nexon KRAZ, Tigor Refresh and Tiago/Tigor JTP range of products. These interventions helped to attract additional set of customers and continue the market buzz. On January 23, 2019, the Tata Harrier was launched and the initial response from customers is overwhelming.

Customer satisfaction remained as the centre of business. The Company ranked a clear 2^nd in JD Power customer satisfaction survey. In FY 2017-18, the Company shared the 2^nd rank with Maruti Suzuki. Non-vehicular business revenue improved 15% over last financial year. The Net Promoter Score of PV business significantly improved from a negative score of 13 in FY 2014-15 to a positive score of 18 in FY 2018-19 signifying improvement in brand perception. This helped the Company to gain pricing power across models and exercise pricing leadership.

Exports

The Company exported 53,140 vehicles (FY 2017-18: 52,404 vehicles).

Export of CV marginally increased by 2% in FY 2018-19 with 51,119 units compared to 50,106 units in FY 2017-18. New regulations and political uncertainty in Sri Lanka, and slump in Middle East, impacted industry volumes in these markets. However, our market share in both these markets improved for commercial vehicles. Market share in most of the focused markets, either improved or have been strong and the Company successfully bagged several prestigious orders.

Export of PV stood at 2,021 units compared to 2,298 units in FY 2017-18. Two large markets remain non-operational - Sri Lanka due to high import duties, tight retail financing and South Africa due to the closure of the distribution channel. Launch of new models in Nepal and Bangladesh helped the Company to achieve rank No. 4 and No. 3 in the respective markets.

JLR

Retail sales were 5,78,915 vehicles in FY 2018-19, down 5.8% year on year, primarily reflecting weaker market conditions in China which was partially offset by strong growth in the UK and North America.

The introduction of new and refreshed models led by the Jaguar E-PACE, award winning I-PACE, Range Rover Velar and the refreshed Range Rover and Range Rover Sport were offset by lower sales of more established models, mainly in China, and the run-out of the first generation Range Rover Evoque in the third quarter with sales of the new Evoque beginning to ramp up through the fourth quarter. By region, sales were up strongly in the UK by 8.4% and in North America by 8.1% and retails were also higher in Overseas markets by 2.4%. Retails sales in Europe declined 4.5% year on year on account of continuing diesel uncertainty, Brexit and the change to more stringent World Harmonised Light Vehicle Testing Procedure (''WLTP'') emissions testing regime. Retail sales in China (including sales from the joint venture) were down 34.1% year on year due to trade tensions with the US, slowing economic growth and uncertainty driven by import duty changes effective from July 2018, inventory reduction and corrective actions in China.

The total wholesale volumes (excluding sales from the China Joint Venture) at 5,07,895 units were down 6.9% as compared to the 5,45,298 units in FY 2017-18, generally reflecting the trends seen in the retail sales above.

Some of the key highlights of FY 2018-19 were:

- JLR''s first battery electric vehicle, the Jaguar I-PACE went on sale in June 2018 (2019 World Car of the Year, 2019 World Car Design of the Year, 2019 World Green Car, 2019 European Car of the Year).

- E-Pace launched and on sale from the China joint venture in September 2018.

- All new Range Rover Evoque with hybrid options went on sale in Q4.

- Refreshed Jaguar XE launched in Q4 with exterior updates and significantly improved infotainment.

- Announced the reveal of the All New Land Rover Defender for later in 2019.

- Project Charge announced to deliver Rs,2.5 billion of cost, cash and profit improvements by the end of FY 2020; and Project Accelerate announced to support long term sustainable profitable growth.

- Manufacturing plant in the city of Nitra in Slovakia commenced production of the Land Rover Discovery in October 2018.

- Land Rover celebrated it''s 70 year anniversary.

- JLR completed it''s first self-driving journey as part of autonomous driving trials with the UK Autodrive project in Q2.

- Announced 6 cylinder Ingenious 3.0 litre petrol engine to be manufactured at the Engine Manufacturing Centre in Wolverhampton, UK to be introduced in Range Rover Sport.

- Announced the production of next-generation Electric Drive Units (''EDU'') at the Engine Manufacturing Centre in Wolverhampton later this year.

- Announced that the batteries to power the EDU''s will be assembled at a new Battery Assembly Centre located at North Warwickshire in the UK.

TDCV

During FY 2018-19 sold 6,672 commercial vehicles, lower by 24.8% over FY 2017-18, mainly due to decrease in sales in domestic sales. TDCV sold 4,371 commercial vehicles in the domestic market lower by 36.3% as compared to sales in FY 2017-18, primarily due to lower industry volumes and aggressive discounting and marketing strategies primarily driven by the imported brands. The market share for both HCV and MCV segments put together was 21.1% as compared to 26.5% in FY 2017-18. However, TDCV could increase its export sales to 2,301 commercial vehicles, 14.4% higher compared to 2,011 commercial vehicles in FY 2017-18.

TMFHL

It is the vehicle financing arm under the brand "TMF Holdings Limited". TMFHL''s disbursements (including refinance) increased by 42.8% at Rs,21,993 crores in FY 2018-19 as compared to Rs,15,406 crores in FY 2017-18. New Vehicle disbursements are done through its subsidiary Tata Motors Finance Ltd (''TMFL''). TMFL financed 2,16,015 vehicles reflecting an increase of 23.3% over 1,75,128 vehicles financed in FY 2017-18. Disbursements for CV increased by 39.6% and were at Rs,15,978 crores (142,187 units) as compared to Rs,11,448 crores (115,689 units) in FY 2017-18 mainly due to gain in market share (28.3% in FY 2018-19 vs. 26.1% in FY 2017-18). Disbursements of PV increased by 28.5% to Rs,3,013 crores (46,500 units) from a level of Rs,2,345 crores (42,619 units). Used Vehicle disbursements done through Tata Motors Finance Solutions Limited (''TMFSL''), a 100% Subsidiary of TMFHL were at Rs,3,002 crores (27,328 vehicles) as compared to Rs,1,614 crores (16,820 vehicles) during FY 2017-18.

Tata Motors (Thailand) Limited (''TMTL'')

TMTL wholesales in FY 2018-19 was 633 units as compared to 682 units in FY 2017-18. The Thai Commercial Automobile Industry has witnessed a growth of 22% in FY 2018-19 compared to 14% growth in the year before, however as part of ongoing review, TMTL have undertaken a reassessment of its business model in Thailand to ensure it is sustainable over the long term. As a part of the restructuring, the Company has ceased the current manufacturing operations in the financial year and are in the process of scaling down the operations including reduction of manpower. The Company shall address the Thailand market with a revamped product portfolio, suitable to local market needs, delivered through a CBU distribution model. TMTL bagged a prestigious order from Royal Thai Army to supply 614 units of the 1.25 ton Tata Truck.

FINANCE

During the year, the free cash flows for Tata Motors Group were negative Rs,16,346 crores (FY 2017-18: negative Rs,11,191 crores), post spend on capex, design and development of Rs,35,236 crores. Tata Motors Group''s borrowing as at March 31, 2019 stood at Rs,106,175 crores (as at March 31, 2018: Rs,88,951 crores). Cash and bank balances and investments in mutual funds stood at Rs,42,086 crores (as at March 31, 2018: Rs,48,974 crores). The consolidated net automotive debt to equity ratio stood at 0.47 as at March 31, 2019, as compared to 0.15 as at March 31, 2018.

Free cash flows were Rs,1,539 crores (FY 2017-18: Rs,1,339 crores) standalone basis with joint operations of the Company. Spend on capex, design and development were Rs,4,753 crores (net). The borrowings of the Company as on March 31, 2019 stood at Rs,18,640 crores (as at March 31, 2018: Rs,18,464 crores). Cash and bank balances including mutual funds stood at Rs,2,981 crores (as at March 31, 2018: Rs,2,312 crores). Additionally, the Company has undrawn committed lines of Rs,1,500 crores.

During FY 2018-19, the Company raised unsecured term loans amounting to Rs,1,500 crores from Banks for general corporate purpose.

The Company successfully completed liability management exercise by part refinancing of US$ 500 million notes due for repayment on April 30, 2020. The Company raised ECB of US$ 237.468 million maturing in June 2025 which was used to repay the bonds through the tendering process.

Deposits: The Company has not accepted any public deposits during FY 2018-19. There were no over dues on account of principal or interest on public deposits other than the unclaimed deposits as at the end of FY 2018-19 which is Rs,7.30 crores (Previous year Rs,10.80 crores).

At JLR, post spend on capital expenditure, design and development of GBRs,3,373 million (Rs,30,325 crores) [FY 2017-18: GBRs,4,186 million (Rs,35,776 crores)] the free cash flows were negative GBRs,1,267 million (Rs,9,962 crores) for FY 2018-19. The borrowings of JLR as on March 31, 2019, stood at GBRs,4,511 million (Rs,40,829 crores) [as at March 31, 2018: GBRs,3,731 million (Rs,34,238 crores)]. Cash and financial deposits stood at GBRs,3,775 million (Rs,34,168 crores) [as at March 31, 2018: GBRs,4,657 million (Rs,42,977 crores)]. Additionally, JLR has undrawn committed long term bank lines of GBRs,1,935 million (JLR data as per IFRS).

During FY 2018-19, JLR issued €500 million senior notes due in 2026 at a coupon of 4.50% per annum. JLR also raised US$ 1,000 million through syndicated loan. The proceeds were for general corporate purposes, including support for JLR''s ongoing growth and capital spending requirements.

At TMFHL and its subsidiaries, the borrowings as on March 31, 2019 stood at Rs,37,814 crores (as at March 31, 2018: Rs,27,470 crores). Cash and bank balances and investments in mutual funds stood at Rs,2,119 crores (as at March 31, 2018: Rs,1,206 crores). TMFHL and its subsidiaries, raised Rs,2,066 crores by issuing NCDs. Bank borrowings through secured term loans continued to be a major source of funds for long-term borrowing and raised Rs,6,306 crores during FY 2018-19. TMFL has also done securitization of Rs,3,862 crores in FY 2018-19.

Tata Motors Group has undertaken and will continue to implement suitable steps for raising long term resources to match fund requirements and to optimize its loan maturity profile.

Credit Rating : During FY 2018-19, the Company''s rating for foreign currency borrowings was downgraded to "Ba2" / Negative by Moody''s and to "B " / Watch Negative by Standard & Poor''s. For borrowings in the local currency, Non-Convertible debentures and long term bank facilities i.e. (Buyers Credit and Revolving Credit Facility), the ratings were downgraded by CARE to "AA" / Stable and the ratings were retained with a change in outlook by CRISIL at "AA / Negative and by ICRA at "AA / Negative". During the year, JLR''s rating was downgraded by Moody''s at "Ba3" / Negative and by Standard & Poor''s at "B " / Watch Negative on account of weak performance and challenging external environment at JLR.

During FY 2018-19, for TMFHL and its subsidiaries, CRISIL and ICRA has maintained its rating and changed its outlook on long-term debt instruments and long term bank facilities to "AA / Negative". Further CARE has changed the ratings on long term debt and long term bank facilities to CARE AA / Stable.

Material Changes and Commitment Affecting the Financial Position

There are no material changes affecting the financial position of the Company subsequent to the close of the FY 2018-19 till the date of this report.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statement of the Company and its subsidiaries for FY 2018-19 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statement (condensed) together with the Auditor''s Report thereon form part of this Annual Report. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary companies is attached to the Financial Statement in Form AOC-1. Pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statement of the subsidiary companies upon a request by any member of the Company or its subsidiary companies. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by any member at the Registered Office of the Company and would be available on the Company''s website URL: https://www.tatamotors.com/ investors/annual-reports/.

SUBSIDIARY, JOINT ARRANGEMENTS AND ASSOCIATE COMPANIES

The Company has 99 subsidiaries (12 direct and 87 indirect), 10 associate companies, 3 joint ventures and 2 joint operations as at March 31, 2019, as disclosed in the accounts.

During FY 2018-19, the following changes have taken place in subsidiary / associates / joint venture companies:

Name of the companies which have become subsidiaries, associates or joint ventures during the year:

Subsidiaries

- Spark44 Taiwan Limited (Taiwan) was incorporated with effect from May 7, 2018.

- Spark44 Colombia S.A.S. (Colombia) was incorporated with effect from May 10, 2018.

- Jaguar Land Rover Classic USA LLC was incorporated with effect from June 1, 2018 (dormant).

- Jaguar Land Rover Hungary KFT was incorporated with effect from July 30, 2018.

- Jaguar Land Rover Classic Deutschland GmbH was incorporated with effect from August 10, 2018.

- In Motion Ventures 4 Limited was incorporated with effect from January 4, 2019.

Associates

- Tata Toyo Radiator Limited was converted from a joint venture to subsidiary company with effect from July 1, 2018.

- Loginomic Tech Solutions Private Limited (''TruckEasy'') stake acquired with effect from July 10, 2018.

- Automotive Skill Training Pvt. Ltd. converted into Private Limited Company from Section 25 Company with effect from December 10, 2018 (formerly Automotive Skills Training Foundation)

- TitanX Engine Cooling, Poland incorporated with effect from April 25, 2018.

Name of the companies which have ceased to be subsidiaries, associates or joint ventures during the year:

Subsidiaries

- TML Drivelines Limited merged with the Company with effect from April 30, 2018 and consequently Authorised Share Capital of the Company increased from Rs,3,900 crores to ( Rs,4,000 crores.

- The Jaguar Collection Limited (dormant) dissolved with effect ^ from June 19, 2018.

- Entire shareholding in TAL Manufacturing Solutions Limited (''TAL'') sold to Tata Advanced Systems Limited with effect from March 29, 2019 after acquisition of the non-aerospace business from TAL.

Associates BR

- Serviplem S.A.U. liquidated with effect from February 6, 2019.^H E

Restructuring BS

- Shareholding in Tata Technologies Limited (''TTL'') decreased from 72.29% to 72.28% on account of further allotment of 6,188 shares with effect from April 20, 2018.^^^^^^^^^^! ^

- Shareholding in Tata Motors (Thailand) Limited increased from 95.49% to 95.81% on account of further allotment of 2,500,000 shares to TML Holdings Pte. Ltd. with effect from April 2, 2018 and from 95.81% to 95.87% on account of further allotment of 548,000 shares to TML Holdings Pte. Ltd. with effect from November 22, 2018.

- Shareholding in Trilix S.r.l. increased from 80% to 100% with effect from December 6, 2018.

Transfer of Defense Undertaking to Tata Advanced Systems Limited:

The Company proposes to transfer the value added segment of Defence vehicles business and specialized Defence projects (excluding FICV) (''Defense Undertaking'') pursuant to a Scheme of Arrangement as a going concern on a slump sale basis to Tata Advanced Systems Limited (''TASL''), a wholly owned subsidiary of Tata Sons Private Limited, at an enterprise value of Rs,209.27 crores arrived at using the Net Asset Value Method. The total consideration receivable from the said transfer has been negotiated for an upfront consideration of Rs,100 crores (to be adjusted for design and development spent and changes in working capital) plus a future consideration of 3% of the revenue generated from identified Specialized Defence Projects for upto 15 years from the financial year ended FY 2020 subject to a maximum of Rs,1,750 crores. Your Company has received No Objection from the Stock Exchanges,

SEBI and the Competition Commission of India for the said transfer and requisite approvals from the Company''s shareholders, National Company Law Tribunal (''NCLT''), the Ministry of Defence and other statutory authorities are under process.

The Company has adopted a Policy for determining Material Subsidiaries which has been amended during the year in line with Regulation 16 of the SEBI Listing Regulations. The Policy,

as approved by the Board, is available on the Company''s website URL: https://investors.tatamotors.com/pdf/material.pdf.

Other than the above, there has been no material change in the nature of the business of the subsidiary companies.

RISK MANAGEMENT

The Board takes responsibility for the overall process of risk management throughout the organization. Through an Enterprise Risk Management programme, the Company''s business units and corporate functions address risks through an institutionalized approach aligned to the Company''s objective. This is facilitated by internal audit. The Business risk is managed through crossfunctional involvement and communication across businesses. The result of the risk assessment are presented to the senior management. The Risk Management Committee reviews business risk areas covering the top operational, financial, strategic and regulatory risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company''s internal control systems commensurate with the nature of its business, the size and complexity of its operations.

The Company has an independent in-house Internal Audit (''IA'') department that functionally reports to the Chairman of the Audit Committee, thereby maintaining its objectivity. Remediation of deficiencies by the IA department has resulted in a robust framework for internal controls. These are detailed in the Management Discussion and Analysis Report, which forms part of this Report.

HUMAN RESOURCES

The Tata Motors Group employed 82,797 permanent employees as of FY 2018-19 (FY 2017-18: 81,090 employees). The Company employed 27,572 permanent employees as of FY 2018-19 (FY 2017-18: 24,989 employees).

The Company has labour unions for operative / worker grade employees at all its plants across India, except the Dharwad Plant. The Company has generally enjoyed cordial relations with its employees and unions at its factories and offices and have received unions'' support in the Company''s implementation of reforms that impact safety, quality, cost and productivity improvements across all locations. Employee wages are being paid in accordance with wage agreements that have varying terms (typically three to four years) at different locations.

In line with the Company''s philosophy of continuously harnessing employee potential and developing them to become more capable professionals and future leaders, in FY 2018-19 we have partnered with Symbiosis International (Deemed University) and launched a

2 year Management Program (''EPGDBM'') with curriculum around operations, finance, people management, supply chain & marketing and 90 employees joined in the 1^st batch. To enable comprehensive development of white collar workforce, the Company has created 4 Learning Academies - Commercial Excellence, Management Development, Operations Excellence, and Product Leadership. During FY 2018-19, 8443 permanent white collar employees were trained under these academies on various functional and managerial aspects. To develop its blue collar workforce, the Company trained 11,721 employees in technician''s skill development, quality management and productivity improvement.

Inclusion and Diversity

The Company believes that with diversity and inclusion at workplace, it can leverage the multiplicity of skillsets in all its operations. The Company has established policies and a supportive work environment, especially for its women employees and for employees from different backgrounds, age-groups and ethnicities as well.

The Company also endorses the initiative from Tata Group -Second Career Initiative Program (''SCIP'') to offer an opportunity to returning mothers who would like to restart their professional careers. ''GearUp'' initiative for mid-level women managers is designed to provide management development inputs focussed on leadership skills to make them ready as future leaders. Company''s Human Resource (''HR'') policy framework, including maternity leave policy, sabbatical and half-day-half-pay policy and flexible timings, helps employees to establish a work-life balance. The company employed 3.5% permanent women employees as of FY

2018-19. (FY 2017-18: 3.3%).

Prevention of Sexual Harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Internal Complaints Committee (''ICC'') is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company''s office premises or women service providers are covered under this Policy.

During FY 2018-19, the Company had received 11 complaints on sexual harassments, 10 of which have been substantiated and appropriate actions taken. The remaining 1 complaint was received during mid March and is being investigated. There were no complaints pending for more than 90 days. The Company organized 103 workshops or awareness programs against sexual harassment.

Tata Motors Limited Employees Stock Option Scheme

In order to ring fence and incentivize key talent, for driving long term objectives of the Company and ensuring that employee payoffs match the long gestation period of certain key initiatives whilst simultaneously fostering ownership behavior and collaboration amongst employees, the Tata Motors Limited Employees Stock Option Scheme 2018 (''TML ESOP Scheme 2018'' / ''the Scheme'') was implemented during the year. Based on the approval of the shareholders at the Annual General Meeting held on August 3, 2018, aggregate 78,12,427 number of Options were granted to the Eligible Employees during the year under the Scheme.

During the financial year 2018-19, there has been no change in the Scheme. There were no ESOP that vested or any shares issued on vesting during the year. The Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. Appropriate disclosures prescribed under the said Regulations with regard to the Scheme are available on the Company''s website URL: https://www.tatamotors.com/ investors/ESOP/

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure - 1.

Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. The said Statement is also open for inspection at the Registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure are related to any Director of the Company.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report (BRR) on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report and is also available on the Company''s website URL: https:// www.tatamotors.com/investors/business-responsibility-report/

SAFETY & HEALTH - PERFORMANCE & INITIATIVES

Tata Motors has been in a Safety Excellence journey since 7 years. With very high level engagement in Safety, the Organization has taken huge strides to improve Safety Organization Structure and build strong safety systems with a vision of achieving ''Zero Injury at Workplace''.

For FY 2018-19 Tata Motors, including its subsidiaries, achieved the Safety Performance Target with Total Recordable Case Frequency Rate (''TRCFR'') being 0.80 against the target of 1.01. For Indian Operations also, Tata Motors Safety Performance was well within targets with Total Recordable Case Frequency Rate (''TRCFR'') being 0.60 against the target of 0.89. Unfortunately 3 fatalities were recorded - one each at a manufacturing location, workshop (''DTC'') and a road incident. Robust incident investigation has been carried out for all 3 incidents and horizontal deployment of recommendations has been completed.

As a part of our robust governance mechanism, the Company has dedicated committees and various functional teams to ensure safety and implementation of our safety standards. Safety, Health and Sustainability (''SHS'') committee of Board reviews the Company''s safety performance every quarter. Plant level sub-committees for safety are formed, who functionally, report to corporate level sub-committees. The reviews happen at multi levels - factory level by Factory Implementation committee, plant level Apex committee or sub-committee, the SHS council and finally by the SHS committee. For non plant and services areas, focussed monthly reviews happen at regional offices and with Customer Service teams. Similar mechanism is also in place at workshop, warehouses and even at office locations.

Training and awareness across organisation continues to be considered as a key element of Safety Strategy. Aspects such as Safety Management Fundamentals, Incident Investigations, Contractor Safety Management, Actions Employees Can Take (''AECT'') etc. are considered in training programmes for key leaders, 500 internal trainers, new joinees in induction progammes as also refreshers to existing employees.

The Company continued Campaign ''i-drive safe'' - an initiative on building a safe driving culture amongst its employee and associates and have trained them in Defensive Driving. Road Safety Month campaign was observed in February 2019 with the theme ''Road Safety is Life Safety'' which included Road Safety Celebrations conducted in all location including all Plants, Offices, Dealerships, Warehouses and Vendors.

SUSTAINABILITY

The manufacturing plants across the Country are certified to ISO 14001:2015 - Environment Management Systems and OHSAS 18001 - Occupational Health & Safety Management System. All 7 plants are certified for Food Safety Management System ISO 22000:2005. The CV manufacturing plants of the Company across India are certified to ISO 50001 - Energy Management System. Guided by its Environmental Policy, Climate Change Policy and Environmental Procurement Policy, the Company is focused on minimizing the environmental impact of its products, processes and services throughout the life-cycle. Manufacturing Plants track energy and environmental performance in a periodic and structured manner at Head-Operations level. The Company actively benchmarks its energy and environmental performance between our own Plants as well as peers and adopts best practices across Plant locations for maximum impact. All the Company''s sites have obtained CII-GreenCo Rating, and 2 Plants have achieved Platinum rating in FY 2018-19.

The Company continued to drive a number of initiatives to reduce its environmental footprint in FY 2018-19. Our Green House Gas (GHG) mitigation approach includes driving Energy Conservation in manufacturing operations and generation / procurement of renewable energy. The Company consumed 94.2 million units of renewable electricity in its operations (16.1 % of total power consumption), compared to 99.38 million units in FY 201718 (20.76% of total power consumption). The proportion of renewable power in previous financial year was greater due to allocation of wind power arrears. RE capacity was enhanced by 2MWp Roof-top Solar PV Project at Luck now and Pimpri Pune Plants and 0.5MW at Chinchwad Pune in FY 2018-19, which will help offset GHG emissions in the FY 2019-20. Taking this further, the Company has signed a Power Purchase Agreement (''PPA'') with Tata Power Renewable Energy Ltd. (''TPREL'') for setting up an additional 7 MWp capacity of roof and ground mounted solar photovoltaic (''PV'') installations across Jamshedpur, Pantnagar and Dharwad Plants.

The Company monitors water sourcing practices at its manufacturing Plants and continued to work on lowering water consumption through water conservation in operations, re-cycling treated effluent for re-use in process and harvesting rainwater. A total of 9,77,656 m3 of water was conserved through these efforts in FY 2018-19, which is 13.8% of total water consumption as compared to 17.3% in FY 2017-18.

Hazardous wastes are disposed in accordance with authorizations issued by the Authorities in the States we operate. These include destruction of hazardous waste at cost by land filling and incineration at Approved Common Treatment Storage and Disposal Facilities; energy and material recovery from hazardous wastes through co-processing in cement plants; and material conversion through approved re-cyclers for hazardous wastes such as spent thinner, paint sludge and sealant.

The Company commenced an initiative across Plants in FY 201819 called "Value from Hazardous Waste", aimed at diverting hazardous waste from landfill / incineration at approved sites and instead derive value from the same. This initiative aims to ultimately achieve ''Zero Waste to Landfill'' status from manufacturing operations. The quantum of hazardous waste diverted from landfill / incineration was higher by 15.5% over FY 2017-18. However, due to higher waste generation on the back of higher volumes, hazardous waste sent for disposal to Common Treatment Storage and Disposal Facilities also increased by 41.2%.

The Company has also initiated actions to minimize the consumption of flexible plastic packaging in its operations. While plastic packaging used for dispatch of auto parts between Plants and to Warehouses has been significantly reduced, work is ongoing on plastic packaging used by our Suppliers. This is being done by elimination of plastic packaging where feasible and converting expendable (single-use) plastic packaging to returnable (multiple-use) packaging.

On Sustainability, we continued implementation of sustainable supply chain initiatives during FY 2018-19. 115 suppliers have been trained and provided handholding to improve sustainability performance and assessed towards sustainability expectations.

Circular economy, natural capital evaluation of key dependencies, design for environment, biodiversity assessment, life cycle assessment of products, climate adaptation study were some of the other initiatives the Company has taken in sustaining its business and planet.

JLR continues to drive health and safety through Destination Zero - A Journey to Zero Harm. The ambition is reflected in the JLR commitment with the key statement being "Our most valuable asset is our people, nothing is more important than their safety and wellbeing. Our co-workers and families rely on this commitment. There can be no compromise". The concept of Destination Zero Harm enables the consistent message on safety to continue to be highly visible in the business.

The development of focused plans has ensured that each functional area, aligned at Board level, has a specific ''Destination Zero'' Harm Plan. These have assisted each functional area to tailor their own plan of activities to lead improved safety and wellbeing within their own area of responsibility, sponsored from the most senior level functionally.

To support the wider ambition of zero harm as well as focusing on incidents, JLR also continued to mature the approach to wellbeing activities with a focus on mental health and the continuation of programmes designed to support open discussions on matters of mental health, as well as other support interventions to assist in improved wellbeing, both in mental and physical health.

Performance on Lost Time Injuries (''LTI'') remained relatively stable, especially within manufacturing. Many locations within the sites celebrated sustained zero lost time injuries. The performance on safety was assisted in part through various activities taken during the year, such as improving quality of safety behavioural observations, introduction of revised internal audit programme called SHARP, effective implementation of existing safety management programs, safety and wellbeing weeks, robust safety training, leadership training and driving assessments etc.

The business has gone through OHSAS 18001 - surveillance visits in 2018-19, within all the UK locations and maintained its accreditation to this standard through a series of external assessments. It has now started the cycle of assessments to migrate to the new International Standard ISO 45001 with accreditation to ISO 45001 expected at the end of the assessment period in 2019-20.

TDCV''s Safety Index continued to improve from 1.24 to 0.52 in FY 2018-19. TDCV has implemented reinforced High-risk Control Program [Lockout Energy Control (''LOEC''), Pedestrian and InPlant Vehicle (''PIV'') and Confined Space entry] and operated the standing committee (PIV Committees and LOEC Committee) from 2018. In addition, TDCV has assigned emergency medical technicians (''EMTs'') to designated places and conducted training sessions for all the employees to ensure a prompt response to any emergency situations within the company.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR Policy) Rules, 2014 are set out in Annexure - 2 of this Report. The Policy is available on Company''s website at URL: https://investors.tatamotors.com/pdf/csr-policy.pdf.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - 3.

EXTRACT OF ANNUAL RETURN

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is provided in Annexure -4 to this Report and is also available on the Company''s website URL: https://www.tatamotors.com/investors/annual-return/.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Re-appointment

In accordance with provisions of the Act and the Articles of Association of the Company, Mr N Chandrasekaran, Non-Executive Chairman (DIN:00121863) is liable to retire by rotation and is eligible for re-appointment.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and Clause 1.2.5 of the Secretarial Standard are given in the Notice of AGM, forming part of the Annual Report.

Independent Directors

In terms of Section 149 of the Act and the SEBI Listing Regulations Mr Nasser Munjee, Mr Vinesh Kumar Jairath, Ms Falguni Nayar, Mr Om Prakash Bhatt and Ms Hanne Sorensen are the Independent Directors of the Company as on date.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgments and without any external influence.

Mr Nasser Munjee, Mr Vinesh Kumar Jairath and Ms Falguni Nayar were appointed as Independent Directors at the 69^th AGM of the Company held on July 31, 2014 for period of 5 years and are holding office till July 30, 2019. The Board hereby places on record its appreciation for their valuable contribution and guidance during their tenure as Independent Director.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during FY 2018-19 are:

- Mr Guenter Butschek, Chief Executive Officer and Managing Director

- Mr Satish Borwankar, Executive Director and Chief Operating Officer

- Mr Pathamadai Balachandran Balaji, Group Chief Financial Officer

- Mr Hoshang Sethna, Company Secretary

The tenure of Mr Satish Borwankar Executive Director and Chief Operating Officer of the Company ends on July 15, 2019. Mr Borwankar started his career with the Company in 1974 as a Graduate Engineer Trainee and has served in various operating functions like manufacturing, quality, vendor development and strategic sourcing, rising through the ranks to become its Executive Director and Chief Operating Officer. The Board of Directors hereby places on record its appreciation for the invaluable contributions made by Mr Borwankar during his tenure.

CORPORATE GOVERNANCE

At the Company, we ensure that we evolve and follow the corporate governance guidelines and best practices sincerely, to boost long-term shareholder value and to respect minority rights. The Company considers it an inherent responsibility to disclose timely and accurate information regarding its operations and performance, as well as the leadership and governance of the Company.

A separate section on Corporate Governance and the certificate from the Practicing Company Secretary confirming compliance of Corporate Governance norms as stipulated in Regulation 34 read along with Schedule V of the SEBI Listing Regulations, giving information pertaining to the Board and its Committees, transfers to IEPF authority etc. form part of this Report.

MEETINGS OF THE BOARD

During the year, the Board of Directors met 7 times. For details, please refer to the Corporate Governance Report, which forms part of this Annual Report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

- Stakeholders, Relationship Committee

- Risk Management Committee

- Safety Health and Sustainability Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Corporate Governance Report, which forms a part of this Report. Further, during the year under review, all recommendations made by the Audit Committee have been accepted by the Board.

BOARD EVALUATION

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of NRC had one-on-one meetings with the Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of the Board/Committee processes.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of Non Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid meeting. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Board members of the Company are afforded every opportunity to familiarize themselves with the Company, its management, its operations and above all, the Industry perspective and issues. They are made to interact with senior management personnel and proactively provided with relevant news, views and updates on the Company and sector. All the information/documents sought by them is/are also shared with them for enabling a good understanding of the Company, its various operations and the industry of which it is a part.

The details of the Familiarization Programme for Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are available on the Company''s website URL: https:// investors.tatamotors.com/pdf/familiarisation-programme-independent-directors.pdf.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder and in the Corporate Governance Report, which is a part of this Report.

Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee (''NRC'') is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or reappointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

- Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

- Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

- Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed there under and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

The said policy is also available on the Company''s website URL: https://investors.tatamotors.com/pdf/directors-appointment-remuneration.pdf

VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In line with the Tata Code of Conduct (''TCOC''), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the TCOC cannot be undermined.

Pursuant to Section 177(9) of the Act and Regulation 4(2)(d)

(iv) of the SEBI Listing Regulations, a Whistleblower Policy and Vigil Mechanism was established for directors, employees and stakeholders to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chief Ethics Counsellor (''CEC'')/Chairman of the Audit Committee of the Company for redressal. The Company has revised the Whistleblower Policy in accordance with amendments made to SEBI (Prohibition of Insider Trading) Regulations, 2015.

It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company''s website at URL: https://investors. tatamotors.com/pdf/whistle-blower-policy.pdf.

AUDIT

Statutory Audit

M/s B S R & Co. LLP, Chartered Accountants (ICAI Firm No. 101248W/W-100022), the Statutory Auditors of the Company, hold office until the conclusion of Seventy Seventh AGM to be held in the year 2022. Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company.

The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditor''s Report are self-explanatory and therefore do not call for any further comments.

The Statutory Auditor of the Company has not reported any fraud as specified under the second proviso to Section 143(12) of the Act.

Branch Audit

Members'' approval is being sought vide item No. 5 of the Notice, for authorizing the Board of Directors to appoint Branch Auditors for the purpose of auditing the accounts maintained at the Branch Offices of the Company abroad.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Director appointed M/s Parikh & Associates, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for year ended March 31, 2019. The Report of the Secretarial Audit is annexed herewith as Annexure - 5. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.

Cost Audit

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s Mani & Co., a firm of Cost Accountants in Practice (Registration No.000004) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2020. The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor subject to ratification of their remuneration by the Members at the forthcoming AGM.

M/s Mani & Co. have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

OTHER DISCLOSURES

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FY 2018-19 with related parties were on an arm''s length basis and in the ordinary course of business. There were no material related party transactions (RPTs) undertaken by the Company during the year that require shareholders'' approval under Regulation 23(4) of the SEBI Listing Regulations or Section 188 of the Act. The approval of the Audit Committee was sought for all RPTs. All the transactions were in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

Given that the Company does not have any RPTs to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2, the same is not provided. The details of RPTs during FY 2018-19, including transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements.

During the FY 2018-19, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

The Policy on Related Party Transactions was amended during the year in line with amendment to the Act and SEBI Listing Regulations. The Revised Policy is available on the Company''s website URL: https://investors.tatamotors.com/pdf/rpt-policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans and Investments made during FY 2018-19 are given below:

('' in crores)

Name of Companies	Nature of Transactions	Loans	Investment
JT Special Vehicle Private Limited	Loan	3.75	-
TAL Manufacturing Solutions Limited	Acquisition of Non Aerospace Business	-	0.1
TMF Holdings Limited	Call option exercised for Compulsorily convertible preference shares: Series A	-	130
TMF Holdings Limited	Equity Infusion	-	600
Tata Precision Industries Singapore	Loan	0.5	-
Trilix S.R.L	Acquisition of remaining 20% stake	-	7.97

During FY 2018-19, the Company has not given guarantee to any of its subsidiaries, joint ventures and associate companies.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of SEBI Listing Regulations, the Board of Directors of the Company have formulated a Dividend Distribution Policy (''the policy''). The Policy was amended by the Board to make it more dynamic yet simple.

The amended policy is annexed to this Report as Annexure - 6 and is also available on the Company''s website URL: https://investors. tatamotors.com/pdf/dividend-distribution-policy.pdf

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the Financial Statement.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2018-19.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the accounts for the financial year ended March 31, 2019, the applicable accounting standards have been followed and that there are no material departures;

(b) we have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively*; and

(f) proper systems were devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

*ptease refer to the Section "internal Control Systems and their Adequacy”in the Management Discussion and Analysis.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company''s employees for their contribution towards the Company''s performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, Governments and all other business associates for their continuous support to the Company and their confidence in its management.

On behalf of the Board of Directors

N CHANDRASEKARAN

Chairman

(DIN: 00121863)

Mumbai, May 20, 2019

---

Mar 31, 2018

BOARD''S REPORT

TO THE MEMBERS OF TATA MOTORS LIMITED

The Directors present their Seventy Third Annual Report along with the Audited Statement of Accounts for Fiscal 2018.

FINANCIAL PERFORMANCE SUMMARY (Rs, in crores)

	Tata Motors (Standalone)*		Tata Motors Group (Consolidated)
	Fiscal 2018	Fiscal 2017	Fiscal 2018	Fiscal 2017
FINANCIAL RESULTS
Revenue from operations	59,624.69	9,054.49	2 95,409.34	2 74,492.12
Total expenditure	55,824.11	47,242.28	2 58,536.37	2,37,579.76
Operating profit	3,800.58	1,812.21	36,872.97	36,912.36
Other Income	1,557.60	981.06	888.89	754.54
Profit before interest, foreign exchange, depreciation, amortization, exceptional item and tax	5,358.18	2,793.27	37,761.86	37,666.90
Finance cost	1,744.43	1,569.01	4,681.79	4,238.01
Profit before depreciation, amortization, exceptional item, foreign exchange and tax	3,613.75	1,224.26	33,080.07	33,428.89
Depreciation, amortization and product development/ engineering expenses	5,576.87	3,491.60	25,085.46	21,318.56
Foreign exchange (gain)/loss (net)	17.14	(252.78)	(1,185.28)	3,910.10
Profit/(loss) before exceptional items and tax	19.74	(2,014.56)	9,179.89	8,200.23
Exceptional Items - (gain) / loss (net)	966.66	338.71	(1,975.14)	(1,114.56)
Profit/(loss) before tax	(946.92)	(2,353.27)	11,155.03	9,314.79
Tax expenses (net)	87.93	76.33	4,341.93	3,251.23
Profit/(loss) after tax	(1,034.85)	(2,429.60)	6,813.10	6,063.56
Share of profit of joint venture and associates (net)	-	-	2,278.26	1,493.00
Profit/(loss) for the year	(1,034.85)	(2,429.60)	9,091.36	7,556.56
Other comprehensive income/(loss)	43.22	94.21	29,562.51	(27,494.57)
Total Other comprehensive income/(loss) for the year Attributable to:	(991.63)	(2,335.39)	38,653.87	(19,938.01)
Shareholders of the Company	-	-	38,524.52	(20,005.94)
Non-controlling interest	-	-	129.35	67.93

* These include the Company''s proportionate share of income and expenditure in its two joint operations, namely, Tata Cummins Pvt. Ltd. and Fiat India Automobiles Pvt. Ltd. Effective April 30, 2018, the Company completed the merger of TML Drivelines Ltd. Fiscal 2017 has been restated for accounting the said merger. The appointed date of merger was April 1, 2017.

DIVIDEND

In view of the losses for Fiscal 2018, no dividend is permitted to be paid to the Members as per the provisions of the Companies Act, 2013 (''the Act'') and the Rules framed there under.

TRANSFER TO RESERVES

Due to losses in Fiscal 2018, resulting in debit balance in retained earnings, no amount has been transferred to the Debenture Redemption Reserve.

OPERATING RESULTS AND PROFITS

The year 2017 for India was marked by a number of key structural initiatives to build strength across macro-economic parameters for sustainable growth in the future. The growth in the first half of the year suffered, despite global tailwinds. However, the weakness seen at the beginning of 2017 seems to have bottomed out with the onset of 2018. Currently, the Indian economy seems to be on the path to recovery from the effects of demonetization, transition into BS-IV emission norms and the introduction of the Goods and Service Tax, with indicators of industrial production, stock market index, auto sales and exports having shown some uptick.

The year 2017 saw global economy accelerating although UK economy evidently slowed down, while the US economy continued to grow at a modest pace. The Chinese economy continued to grow strong, however, the Euro zone and Japan showed signs of acceleration like many of the major emerging economies such as Turkey and Russia. The US economy grew at 2.7% in 2017, supported by broad-based strength in domestic demand, especially investment. The Eurozone grew at a faster rate then in a decade, in 2017 by 2.4%, highest since 2007, reflecting the strong consumption, investment, and exports. The UK by contrast, was growing by 1.8% in 2017, down from 2016''s 1.9% rate and the weakest expansion since 2012, mainly reflecting the impact of higher inflation in the wake of the 2016 Brexit vote and weaker investment from companies due to uncertainty of future trade arrangements. China registering growth of 6.9% in 2017 and had remained solid this year. Activity continued to shift to consumption, while investment growth rates remain well below those in recent years. Industrial production has stabilized following significant cuts in overcapacity sectors implemented over the past 2 years.

During 2017, prices of base metal also strengthened, with the strong growth in infrastructure sector in major countries around the globe. Crude prices remained range bound in major part of 2017 although it started to give a signal of upward breakout towards fourth quarter of Fiscal 2018. Brent crude started sharp rally in the middle of 2017 around US$44/bbl and has rallied all the way to US$79/bbl. The tensions in the Middle East and West Asia would only add to the increase in oil prices. The US shale output was also expected to grow just by 1.1 million bpd and the year 2018 could be the year of oil deficit to the tune of 7.5 lacs bpd.

The Tata Motors Group registered a growth of 7.6% in income from operations to Rs,2,95,409 crores in Fiscal 2018 as compared to Rs,2,74,492 crores in Fiscal 2017. This was due to growth in the business in India, higher wholesale volumes in Jaguar and Land Rover offset by negative translation impact from Great Britain Pound (''GB£'') to Indian Rupee ('''''') of Rs,3,192 crores. The consolidated EBITDA margins for Fiscal 2018 stood at 10.6%. EBIT was lower due to non-recurrence of Tianjin recoveries offset by favourable foreign currency revaluation and pension credit at Jaguar Land Rover. Consequently, Profit Before Tax and Profit After Tax [post share of profit of joint ventures and associates (net)] were Rs,11,155 crores and Rs,9,091 crores, respectively.

Tata Motors Limited recorded revenue from operations (including joint operations) of Rs,59,625 crores in Fiscal 2018, 21.6% higher from Rs,49,054 crores in Fiscal 2017. Growth in demand of Medium and Heavy Commercial Vehicle (M&HCV) and Light Commercial Vehicle (LCV), new product offerings in passenger cars and Utility Vehicles (UV), resulted in increase in EBITDA margins to 5.8% in Fiscal 2018 as against 3.4% in Fiscal 2017. Loss Before and After Tax (including joint operations) for Fiscal 2018 were at Rs,947 crores and Rs,1,035 crores, respectively as compared to Loss Before and After Tax (including joint operations) of Rs,2,353 crores and Rs,2,430 crores, respectively for Fiscal 2017. There will be significant disruptions in the Auto Industry necessitating a review of the Company''s tangible and intangible assets to ensure "Fit for Future". Accordingly, an exceptional provision for impairment of Rs,963 crores has been taken in Fiscal 2018.

Jaguar Land Rover (''JLR'') (as per IFRS) recorded a 5.9% higher revenue of GB£25.8 billion in Fiscal 2018 compared to GB£24.3 billion in Fiscal 2017 driven by higher sales volumes and favorable mix.

Consolidated EBITDA for Fiscal 2018 was GB£3.3 billion, marginally higher as compared to EBITDA of GB£3.0 billion for Fiscal 2017, as the higher revenue was offset by higher marketing expense, higher incentives and certain engineering charges. EBIT was GB£974 million in Fiscal 2018 compared to GB£1.5 billion in Fiscal 2017, due to higher depreciation and amortisation related to new product launches which was partially offset by higher profits from our China Joint Venture.

Profit Before Tax (''PBT'') in Fiscal 2018 was GB£1.5 billion marginally lower than PBT GB£1.6 billion in Fiscal 2017, due to lower EBIT and the non-recurrence of Tianjin recoveries from Fiscal 2017 offset by more favorable foreign currency revaluation of debt and hedges as well as the GB£437 million pension credit realized in first quarter of Fiscal 2018.

GB£437 million pension realized in first quarter of Fiscal 2018 was partially offset by engineering charges (''Fit for Future'') in fourth quarter of Fiscal 2018.

TMF Holdings Limited (''TMFHL'') (earlier known as Tata Motors Finance Limited) (consolidated) (as per Indian GAAP) the Company''s captive financing subsidiary, reported revenues of Rs,2,876 crores (Fiscal 2017: Rs,2,721 crores) and Profit After Tax of Rs,217 crores in Fiscal 2018 as compared to Loss After Tax of Rs,1,182 crores in Fiscal 2017.

Tata Daewoo Commercial Vehicle Company Limited (''TDCV''),

(as per Korean GAAP) South Korea registered revenues of KRW 868.26 billion, a drop of 15.8% in Fiscal 2018 over the Fiscal 2017 mainly due to lower domestic sales. The Profit After Tax was KRW 33.66 billion compared to KRW 50.25 billion of Fiscal 2017. Lower profitability was mainly due to the impact of lower domestic sales which was partially set-off by material cost reduction.

VEHICLE SALES AND MARKET SHARES

The Tata Motors Group sales for the year stood at 12,21,124 vehicles, up by 11.9% as compared to Fiscal 2017. Global sales of all Commercial Vehicles (CV) were 4,56,552 vehicles, while sales of Passenger Vehicles (PV) were at 7,64,572 vehicles.

TATA MOTORS

Tata Motors recorded sales of 584,564 vehicles, a growth of 21.9% over Fiscal 2017, higher than the Indian Auto Industry grew by 10%. The Company''s market share increased to 14.1% in Fiscal 2018 from 12.7% in Fiscal 2017. The Company''s exports on standalone basis were lower by 18.4% to 52,404 vehicles in Fiscal 2018 as compared to 64,221 vehicles in Fiscal 2017.

Commercial Vehicles

The CV market after a turbulent start in the year 2017, as a result of announcement of BS-III to BS-IV changeover and concerns over Goods and Services Tax (GST), recovered strongly representing a growth of 21.7% in Fiscal 2018. The Company sold 399,821 vehicles within the domestic market, representing a growth of 23.3% over Fiscal 2017. The market share of CVBU for Fiscal 2018 was 45.1%. All segments with the exception of buses showed strong growth in Fiscal 2018.

Some of the highlights for the year were:

- M&HCV volumes grew by 15.5% in Fiscal 2018. Several new products were launched across the SIGNA, PRIMA and conventional platforms - SIGNA 4923.S with Bell Crank suspension, SIGNA 3718, SIGNA 3718.TK, Prima 2530.K Scoop, Prima Lx 3125.K 23cm, LPK 2523 ULTIMAAX, LPK 2518 7 Cum RMC Bogie.

- ILCV volumes registered a strong 35.6% growth in Fiscal 2018. The introduction of the ULTRA 1518 marked the Company''s entry in the 15T segment previously dominated by competition. New products such as LPT 407/38, ILCV Tippers and ILCV CNG products have helped grow volumes significantly.

- SCV Volumes grew by 37.3%. The XL series of SCVs, consisting of the Zip XL, Mega XL and Ace XL models, was launched with a 15% longer load body delivering improved Total Cost of Ownership (''TCO'') to our customers.

- Volumes in the CV passenger segment marginally increased by 0.2% from Fiscal 2017. The Magic Express passenger SCV was launched in second quarter of Fiscal 2018 and was well received, helping this segment gain 9% market share in the year. The Net Promoter Score (''NPS'') stood at positive ( 57) for Fiscal 2018.

- Reiterating its commitment to greener fuel options, the Company won orders for electric buses in 6 out of the 9 cities for which tenders were released across the Country, garnering around 60% share. The Company also supplied the country''s first diesel hybrid buses for the city of Mumbai with 25 units being flagged off by the Chief Minister of Maharashtra in March 2018.

- The Company became the first Original Equipment Manufacturer (OEM) in India to deploy Advanced Driver Assistance Systems (ADAS) systems in its PRIMA and SIGNA range. This package included Electronic Stability Control (ESC), Automatic Traction Control (ATC), Hill Start Aid (HSA), a Collision Mitigation System (CMS) and a Lane Departure Warning System (LDWS).

- The Company significantly improved the ability to provide customers with end to end support and comfort through enhancing the value added services under a common brand of "Sampoorna Seva". The key elements include 6 Year 6 lakh km warranty on the entire range of M&HCVs, Tata Alert breakdown assistance service available across 3 million kilometers of Indian roads and Tata Delight Loyalty Program.

- Tie up with Indian Oil to launch Tata Motors Genuine Oil (TMGO), a single brand of affordable lubricating oils that is guaranteed by the Company for use across the range of CVs.

- Sales Kraft - Value Selling and Negotiation training module was developed along with Mercuri Goldman to improve the negotiation skills of the frontline sales team, aimed to improve net sales realization. Over the course of 3 phases, the entire M&HCV sales team has been trained. In the next phase of the program, this module is being extended to the dealer sales teams.

- The Company participated in the SIAM Auto Expo 2018 where 15 vehicles and 1 new engine from the CV portfolio were showcased. Some of the key products displayed were:

- The SIGNA 4323 - India''s first 6-axle rigid truck with a 30-ton payload, the highest in the market and 4.5 tons higher than the nearest competitor.

- The special PRIMA 4930.S technology demonstrator which displayed some of our latest advanced safety features like LDWS, Advanced Emergency Braking System (AEBS), HSA and rear view cameras

- The ULTRA T.7, an elegant 4.2 ton payload LCV with a 1.9-meter wide cabin for easier maneuverability on the narrow roads of urban and rural India.

The Tata INTRA compact truck which is set to re-define the SCV segment in the country

- The MAGNA Bus - the first bus body code compliant two-axle OEM coach with world-class design and engineering inputs from our partner Marcopolo, Brazil.

- The Turbotronn Engine Family - a brand new next generation state-of-the-art diesel engine family that offers best in class fuel economy, excellent performance, better reliability, and durability as well as lower TCO to our customers.

- A range of Electric commercial vehicles including the Starbus Electric, Magic EV and Iris EV.

- CV won numerous awards for its various innovative products and initiatives, some of which are mentioned below:

- At the prestigious Apollo CV Awards, CVBU won:

- Small People Mover of the Year for the Tata Magic Express

- M&HCV People Mover of the Year for the Tata Magna Bus

- HCV Tractor Cargo Carrier of the Year for the Tata SIGNA 4923.S

- Special Recognition award for the Tata Starbus Hybrid

- Brand Equity YouTube Leader board - No 1. In Top 10 ads on YouTube in India that resonate most with the audience -February 2018.

- World Digital Marketing Congress (WDMC) - Best Digital Integrated marketing campaign for Tata Ace - Keep Loading campaign. Global Digital marketing awards. This is one of the first industry awards in the year.

- Abby''s - Best use of Digital media - Bronze Award for Best use of Digital display advertising

- Digital Industry Awards 2017 - Best Use of Social Media in a Digital Campaign for Tata T1 Prima Truck Racing Championship 2017 for the year''s Digital Industry Awards

- Use Dipper At Night Campaign - an innovative campaign to bring awareness amongst the truck driver community of safe practices continues to be extremely well received and acknowledged winning the Silver WARC Prize for Asian Strategy and award for the Best Channel Thinking.

- Tata Yodha - This media campaign won the Bronze award at the prestigious Effies in India.

- I n order to promote various applications on the Company''s products a series of campaigns were organized on Pan India:

- M&HCV Truck World - Organized 6 Truck World Exhibitions with a full range of over 35 different models displayed. The events were also used to highlight new product launches. This has been backed up with 10,000 market activations including 3100 customer meets and 1600 Fuel Trials.

- ILCV Expos - 53 ILCV Expos, showcasing the complete ILCV range of the Company, were conducted across 17 states with 18,500 customers in attendance.

- XL Series Launch Activities - 44 large and 114 small format XL Range launch events were conducted across 19 states, attended by over 28,000 potential customers.

- UP Yoddha Kabaddi Team - Tied up with the Pro Kabaddi League team UP Yoddha to promote the Tata Yodha range of pickups. This association was amplified though a concentrated promotion campaign including digital and Below The Line (''BTL'') activities.

- HAMARE BUS KI BAT HAI - a unique outreach program for school staff, to upgrade their soft skills touched more than 1500 schools in Fiscal 2018 alone. This meant touching more than 46,000 school staff in 800 locations.

- Bandhan Key Customer Meets - 7 large format key customer meets were organized in strategic markets across the country, with seniors CVBU leadership in attendance.

- During Fiscal 2018, the Lucknow and Pantnagar plants were certified for Word Class Quality (WCQ) Level 3. The Incident Per Thousand Vehicles (''IPTV'') has decreased significantly over the last 3 years.

Passenger Vehicles

The domestic PV industry grew by 7.3% during Fiscal 2018, registering a volume of 3.25 million vehicles. The growth in industry was mainly driven by growth in overall economy of India coupled with easing financing cost. This growth was driven by top 4 manufacturers only.

The Company''s PV business registered a growth of 19.0% with total volumes of 184,743 vehicles. The market share of the Company for Fiscal 2018 was 5.7%. The Company sold 134,860 cars with a marginal de-growth of 1.2%, and 49,883 Utility Vehicle (UV) with a growth of 165.6% as compared with Fiscal 2017. The growth in UV segment was driven by strong demand for Nexon and Hexa. The sharp increase in sales was achieved despite a sharp decline in the Fleet Segment, in which the Company has been traditionally a big player. Focus on individual customers helped in increasing share of individual customers to over 85%. In the field of customer service, the Company ranked second in J D Power Customer Satisfaction Index Survey, which is a significant improvement over last few years. Dealer Network up gradation and working capital availability were prevailing constrains in PV sales and the Company has been working with TMF Holdings Limited, its financing arm and other banks to plug these gaps.

During Fiscal 2018, the Company launched two new products namely Nexon and Tigor. Apart from these two main launches Tiago Wizz, Tiago AMT, Tigor AMT, Hexa Downtown and Zest limited editions were launched. All the newly launched cars experienced strong demand and wide acceptance from the market. After almost 6 years, one of the Company''s products, namely, Tiago figured among top 10 brands in car industry becoming the second highest selling model in compact car segment. Apart from these regular models, the Company made significant progress in electrical vehicles. The Company won the tender for supply of 10,000 electric cars to Energy Efficiency Services Limited (''EESL'').

The PV business has seen a sharp transformation in NPS from a negative score (-13) in Fiscal 2015 to positive score (14) in Fiscal 2018, significantly improving brand perception and pricing power of the PVs.

During Fiscal 2018, the Pune and Sanand PV plants were certified for WCQ Level 3 while UV plant certified for WCQ Level 2. The warranty IPTV is at all time lowest level. Both these parameters are indicators of continued focus on quality improvement.

Exports

The Company exported 52,404 vehicles (Fiscal 2017: 64,221 vehicles) comprising 50,106 units of CV and 2,298 units of PV during Fiscal 2018.

Export of CV dropped by 16.7% in Fiscal 2018 with 50,106 units exported compared to 60,184 units in Fiscal 2017. The prime reason for the drop in numbers was the drop in Total Industry Volumn (TIV) in two of our key markets, Nepal (by 34% due to duty changes) and Sri Lanka (by 39% due to liquidity crisis). Export shipments to Bangladesh achieved record shipments and retails. Market Share in all SAARC markets either improved or have been strong. Political distresses in the Middle East, Kenya and South Africa and economic slowdown and currency devaluations in various markets in Africa affected volumes in these regions in Fiscal 2018. The shipments to ASEAN doubled in Fiscal 2018 as compared to Fiscal 2017, making it our fastest growing region.

In Fiscal 2018, the Company successfully bagged several prestigious orders, including 250 units of Xenon pickups, 200 units of LPTA 715 from the Myanmar Armed forces [making Myanmar Armed Forces the biggest customer of Xenon globally (1950 units)], 540 units of buses from ILOC, Senegal, 209 units from GVK EMRI Sri Lanka. Some of the key events in Fiscal 2018 were the launch of Prima in Philippines, Signa in Sri Lanka, Yodha in Nepal, Ultra buses in Tanzania, Ultra range in South Africa and unveiling of Ultra in Thailand and Indonesia. The complete CR range of ILCV was launched in Nepal.

Export of PV stood at 2,298 units compared to 4,037 units in the Fiscal 2017. Two large markets remain non-operational, mainly Sri Lanka due to high import duties, tight retail financing and South Africa due to the closure of the distribution channel.

During Fiscal 2018, launch of new models in Nepal and

Bangladesh helped the Company to accrue 44% of its PV export volumes from launches. The Company successfully launched the Hexa, Tigor and Nexon in Nepal, where the Tigor and Nexon were both ''Number One'' sedan and CUV respectively. The Tata Motors'' brand ranked ''Number Three'' in the PV segment in Nepal, despite being present only in a limited number of high volume segments. In Bangladesh the Tiago AMT was ranked as ''Number One'' hatchback.

JAGUAR LAND ROVER

Jaguar Land Rover (JLR) achieved record retail sales of 614,309 in Fiscal 2018, marginally higher by 1.7% compared to Fiscal 2017, primarily driven by the introduction of the Range Rover Velar, Jaguar E-PACE, the all new Land Rover Discovery coupled with solid demand for the long-wheel base Jaguar XFL in China and the award-winning Jaguar F-PACE. Year-on-year the higher retail sales volumes by 19.9% in China, 4.7% in North America and 3.4% in overseas markets were offset by lower sales in the UK by 12.8% and in Europe by 5.3% primarily driven by ongoing uncertainty surrounding diesel.

The total wholesale volumes (excluding sales from the China Joint Venture) were 545,298 in Fiscal 2018, up 2.0% compared to the 534,746 units in Fiscal 2017. The growth in wholesales primarily reflected the introduction of new models offset by lower wholesales of older models, notably the Jaguar XE and XF, Land Rover Discovery Sport, Range Rover Evoque and other models (including Range Rover and Range Rover Sport on account of the model year changeover).

Some of the key highlights of Fiscal 2018:

- All new Land Rover Discovery launched in the US and China in May 2017

- The new Jaguar XF Sport brake unveiled in June 2017 with sales following shortly

- The Range Rover Velar commenced retail sales in July 2017 (Winner of World Car Design of the Year)

- Jaguar''s new compact performance SUV, the E-PACE, commenced sales from November 2017

- Refreshed Range Rover and Range Rover Sport models (including plug in hybrids) were launched at the end of calendar 2017

- Production of the new long wheel base Jaguar XEL commenced at our China Joint Venture and went on sale in December 2017

- JLR announced that all models would offer an electrified option from 2020

- The Range Rover Velar, Jaguar F-PACE and E-PACE were all awarded a 5 star Euro NCAP rating in Fiscal 2018

- JLR''s first battery electric vehicle, the Jaguar I-PACE was launched in March 2018

- Production of JLR''s 4 cylinder 2 litre ingenium petrol engine commenced production at our China joint venture in July 2017 for locally manufactured JLR vehicles in China

- Construction of the manufacturing plant in the city of Nitra in Slovakia advanced during Fiscal 2018 and the all new Discovery will be the first vehicle to be produced at the new plant from the end of calendar year 2018

- InMotion Ventures announced $25m investment in rideshare company LYFT in June 2017

- JLR is taking part in the UK''s first road tests for autonomous vehicles

- Long term strategic partnership with Waymo announced in March to develop a self-driving I-PACE for Waymo''s driverless transportation service, with 20,000 units joining Waymo''s fleet over 2020 and 2021

- JLR confirmed plans to open a software engineering centre and create 150 jobs in Shannon, Republic of Ireland, in 2018

TATA DAEWOO COMMERCIAL VEHICLES COMPANY LIMITED

Tata Daewoo Commercial Vehicles Company Limited (TDCV) during Fiscal 2018 sold 8,870 commercial vehicles, lower by 14.0% over Fiscal 2017, mainly due to decrease in domestic sales. TDCV sold 6,859 commercial vehicles in the domestic market lower by 22.0% as compared to sales in Fiscal 2017, primarily due to lower industry volumes and aggressive discounting and marketing strategies of importers considering their higher ordering level. The market share for both HCV and MCV segments put together was 26.5% as compared to 29.6% in Fiscal 2017. The export market scenario continued to remain challenging in Fiscal 2018 with factors like local currency depreciation against the US Dollar, continuing statutory regulations to reduce imports, the slowdown in Chinese economy impacting commodity exporting countries and increased dealer inventory. However, TDCV could increase its export sales to 2,011 commercial vehicles, 32.1% higher compared to 1,522 commercial vehicles in Fiscal 2017.

TATA MOTORS (THAILAND) LIMITED

Tata Motors (Thailand) Limited (TMTL) domestic retail sales in Fiscal 2018 was 958 units as compared to 1,094 units in Fiscal 2017. Offtake was 682 units in Fiscal 2018, as compared to 1,332 units in Fiscal 2017. The Thai Automobile Industry has witnessed a growth of 13.6% in Fiscal 2018 compared to flat growth last year, the addressable segment of TMTL declined by 3% compared to 14% growth last year. Fiscal 2018 saw the launch of Ultra Truck models. Super Ace was well received in the market resulting in market share improvement to 8.9% compared to 4.6% in Fiscal 2017. During the year, TMTL received its first order from Royal Thai Army to supply 1.25 ton Tata Trucks.

TATA MOTORS (SA) (PTY) LIMITED

Tata Motors (SA) (Pty) Ltd (TMSA) sold 773 chassis in the South African market in Fiscal 2018 compared to 697 chassis in Fiscal 2017 and exported 42 chassis in Fiscal 2018 compared to 6 chassis to Mozambique during Fiscal 2017. TMSA commenced manufacturing of the -Ultra 814 and is in the process of assembling new range of TDCV models in South Africa in Fiscal 2019.

TMF HOLDINGS LIMITED

TMF Holdings Limited (TMFHL) - a wholly owned subsidiary of the Company, is the vehicle financing arm under the brand "TMF Holdings Limited". TMFHL''s total disbursements (including refinance) increased by 65.7% at ''15,406 crores in Fiscal 2018 as compared to Rs,9,298 crores in Fiscal 2017. TMFHL financed a total

1,75,128 vehicles reflecting an increase of 47.3% over 1,18,883 vehicles financed in Fiscal 2017. Disbursements for CV increased by 60.6% and were at Rs,11,448 crores (115,689 units) as compared to Rs,7,127 crores (77,898 units) of Fiscal 2017 mainly due to higher disbursements in the M&HCV segment. Disbursements of PV increased by 14.3% to Rs,2,345 crores (42,619 units) from a level of Rs,1,542 crores (34,126 units). Disbursements achieved under refinance through Tata Motors Finance Services Limited (TMFSL), a 100% Subsidiary of TMFHL were at Rs,1,614 crores (16,820 vehicles) as compared to Rs,628 crores (6,859 vehicles) during Fiscal 2017.

TMFHL has increased its reach by opening limited services branches (called Spoke and Collections branches) exclusively in Tier 2 and 3 towns, which has helped in reducing the turnaround time to improve customer satisfaction. TMFHL had 267 branches at the end of Fiscal 2018. The book size of TMFHL''s corporate lending business, which includes providing finance to the Company''s dealers and vendors, increased by 179.6% from Rs,1,150 crores in Fiscal 2017 to Rs,3,215 crores in Fiscal 2018.

The gross NPA has decresed from 17.9% to 4% from Fiscal 2017 to Fiscal 2018, showing the improvement in credit quality of its portfolio.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION

There are no material changes affecting the financial position of the Company subsequent to the close of the Fiscal 2018 till the date of this report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the Financial Statement.

RISK MANAGEMENT

The Risk Management Committee (RMC) is entrusted with responsibility to assist the Board in (a) overseeing the Company''s risk management process and controls, risk tolerance and capital liquidity and funding (b) setting strategic plans and objectives for risk management and review of risk assessment of the Company ( c ) review the Company''s risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, market risk, product risk and reputational risk, as well as the guidelines, policies and processes for monitoring and mitigating such risks.

The Committee operates as per its Charter approved by the Board and within the broad guidelines laid down in it. The Company has a Risk Management Policy in accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 ("SEBI Listing Regulations"). It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Board takes responsibility for the overall process of risk management in the organization. Through Enterprise Risk Management Programme, business units and corporate functions address opportunities and the attendant risks with an institutionalized approach aligned to the Company''s objectives. This is facilitated by internal audit. The business risk is managed through cross functional involvement and communication across businesses. The results of the risk assessment are thoroughly discussed with the Senior Management before being presented to RMC.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

Details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

HUMAN RESOURCES

The Tata Motors Group employed 81,090 permanent employees as of Fiscal 2018 (Fiscal 2017: 79,558 employees). The Company employed 24,989 permanent employees as of Fiscal 2018 (Fiscal 2017: 26,035 employees). The Tata Motors Group has generally enjoyed cordial relations with its employees and workers.

The Company has labour unions for operative / worker grade employees at all the plants across India, except the Dharwad Plant. The Company has generally enjoyed cordial relations with its employees and unions at its factories and offices and have received union support in the Company''s implementation of reforms that impact safety, quality, cost and productivity improvements across all locations. Employee wages are being paid in accordance with wage agreements that have varying terms (typically three to four years) at different locations.

With an objective of improving Organization Effectiveness, the Company undertook a structure change exercise with key guiding principles of Empowerment to the Business Units with clear accountability for business results, strong functional leadership and oversight for an effective maker-checker concept, improved and speedier decision making, agility and quick responsiveness to market, and strong cross functional alignment to drive quick issue resolution. The exercise has delivered the organization to 5 managerial levels below ExCom, making the organization lean and agile while rationalizing the span of control for key roles, increasing customer facing roles and providing scope for merit and vacancy based career development. The new organization structure went live on April 01, 2017.

As part of the structure change, a new product line organization has been created with complete P&L responsibility. Transactional roles have been identified across functions for transition to shared services, and therefore focus on core activities. Volumetric study has been performed to identify optimum manpower at each level, bringing the organizational spread closer to global standards. This, combined with the Job Evaluation exercise and Management Audit helped in establishing clear job description for each role and identifying the right talent for the roles.

Placement of Individuals in these roles done through external assessment (for mid and senior level roles) and internal assessments (for junior level roles) were conducted by ExCom and respective Senior Leadership teams. Individuals, based on their performance and the experience they bring to the role, have been given bands within the levels. This will help us provide an opportunity to employees to progress from one band to another within the same level, thus managing career aspiration of individuals in the long run, in line with the promotion and progression policy.

Management is keen on ensuring smooth implementation of the new vision, mission and structure. Multiple FGDs were conducted during Fiscal 2018 with different cross section of employees and few course corrections, like providing level wise designation, concept of personal levels, protection of benefits, etc. was undertaken based on feedback received from employees.

Tata Motors Limited Employees Stock Option Scheme 2018 ("TML ESOP Scheme 2018" / "the Scheme")

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee and pursuant to the provisions of the Act and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, had at its meeting held on May 23, 2018, proposed adoption of Tata Motors Limited Employees Stock Option Scheme 2018 ("TML ESOP Scheme 2018" / "the Scheme"), in order to ring fence and incentivize key talent, approximately aggregating to 200 employees, forming 2% of the white collar population, for driving the long term objectives of the Company and ensuring that employee payoffs match the long gestation period of certain key initiatives and at the same time fostering ownership behavior and collaboration amongst employees.

Members'' approval to the Scheme is sought, by way of Special Resolution, at Item No. 7 of the Notice. The salient features of the Scheme are as provided in the explanatory statement of the Notice.

Safety & Health - Performance & Initiatives

The Company is committed to provide a safe and healthy working environment for its employees and associates. It was ensured that none of our employees or workers are subjected to high incident or high risk disease related to their individual occupation. A company-wide occupational health and safety policy exist in order to ensure increased vigilance and awareness on health and safety. It was recognized that to achieve the target in safety it was crucial to internalize safety and engage with our employees.

The Indian operations achieved improved performance with Total Recordable Case Frequency Rate (TRCFR) being 1.14 against the target of 1.47 for the Fiscal 2018, the overall Safety Performance improved but recorded one fatality during Fiscal 2018.

The manufacturing plants across the Country are certified to ISO 14001 - Environment Management Systems and OHSAS 18001

- Occupational Health & Safety Management System. The CV manufacturing plants of the Company across India are certified to ISO 50001 - Energy Management System. The Company has undertaken several initiatives for resource conservation such as re-cycling of treated effluents back to process, energy, material recovery and co-processing from hazardous wastes through cradle to grave waste management principles and rainwater harvesting. Manufacturing plants generate in-house renewable power besides sourcing off-site green power. All the Company''s sites are certified for GreenCo, except for the Sanand plant which is participating for GreenCo in June 2018.

The Company places equal emphasis on safety processes, behavioral safety and strives to create a positive safety culture towards achieving the ultimate goal of ''Zero Injury''. Safety is a primary focus area in daily management and safety parameters are part of the scorecard for Senior Leaders. Sessions on Road Safety were conducted at all offices across India engaging 1,000 employees along with mentoring of Flexi Work Force under "MY BUDDY" program by Permanent Blue Collar Work force / Group leaders.

In line with Safety and Health Policy, to enhance safety standards of its business partners, the Company engaged it''s upstream and downstream supply chain in the safety journey. The objective of such engagement is to raise the safety standards at Supplier and Dealer workshops. In addition to existing 16 safety standards, new standards / guidelines like Cell Phone Policy, CCTV Policy, Lone Working Standard, Industrial Hygiene Standard, Engineering Standards, Vehicle Usage & Replacement Guidelines were developed and rolled out to raise the level of safety.

The Company continued Campaign ''i-drive safe'' - an initiative on building a safe driving culture amongst its employee and associates and have trained them in Defensive Driving. ''My Road My Discipline'' Road Safety Week campaign during April 23 to 29 included Road Safety Celebrations conducted in all location including all Plants, Offices, Dealerships, Warehouses and Vendors.

''sensitize''- A Company''s initiative on Women''s Safety Awareness: more than 1800 women employees underwent training focused on Women''s Safety and Self-defense in 60 session across offices & plants.

Jagruti - Safety Awareness Building Campaign for Workshop Managers is a year-long campaign focused on building awareness on safety and understanding of the Company''s expectations on Dealers Workshop Safety. Jagruti Safety Awareness campaign was done for channel partners PV and CV dealers covering Pan-India level.

In health area, as per the age band, specific health check-up of employees was organized and conducted. Health & well-being of aging workforce remained a prime concern and various health awareness programs and exhibitions across all locations were organized.

Jamshedpur, Lucknow and Pantnagar plants were certified for Food Safety Management System ISO 22000:2005. Remaining plants i.e. Dharwad and Sanand plants will be undergoing certification process in Fiscal 2019.

The Company continued to drive a number of initiatives to reduce its environmental footprint in Fiscal 2018. Our GreenHouse Gas (GHG) mitigation approach included driving energy conservation in manufacturing operations and generation / procurement of renewable energy. The Company consumed 99 million units of renewable electricity in its operations, which was 21% of total power consumed. This is 19% higher than renewable power consumed in Fiscal 2017. On Company''s efforts to achieve ''Zero Waste to Landfill'', the hazardous waste disposed to Common Facilities (for landfill / incineration) was lower by 18% over Fiscal 2017. The Company''s approach to lowering the water consumption included driving water conservation in manufacturing operations, re-cycling treated effluent for re-use in process and harvesting seasonal rainwater. The Company''s performance on effluent recycling improved by 15% over Fiscal 2017.

On Sustainability, supply chain sustainability was one of the major initiatives undertaken during Fiscal 2018. Over 50 suppliers have been trained and provided handholding to improve sustainability performance and assessed towards sustainability expectations.

Circular economy, natural capital evaluation of key dependencies, design for environment, biodiversity assessment, life cycle assessment of products, climate adaptation study were some of the other initiatives the Company has taken in sustaining its business and planet.

JLR continues to drive health and safety through Destination Zero - A Journey to Zero Harm. The Company''s commitment is reflected in JLR commitment with the key statement being "Our most valuable asset is our people, nothing is more important than their safety and wellbeing. Our co-workers and families rely on this commitment. There can be no compromise". The concept of ''Humanising'' safety metrics and ensuring transparent reporting enables the journey to zero harm to continue to be highly visible. To support the wider ambition of zero harm as well as focusing on incidents, JLR also continued to mature the approach to wellbeing activities with a focus on mental health and the launch of the ''let''s have the conversation'' programme, designed to support open discussions on matters of mental health. The development of focused plans has ensured that each functional area, aligned at Board level, has a specific ''Destination Zero'' Harm Plan. These have assisted each functional area to tailor their own plan of activities to lead improved safety and wellbeing within their own area of responsibility.

Performance on Loss Time Injuries (LTI) continued to show improving trend consistent with overall business improvement. A notable improvement was seen in manufacturing locations with around 47% improvement against last Fiscal performance. Many of the sites continued to celebrate sustained zero lose time injuries. The improved performance on safety was resultant of various initiatives taken throughout the year, such as improving quality of safety observations, effective implementation of existing safety management programs, robust safety training and defensive driving etc.

The business has gone through OHSAS 18001 - surveillance visits in Fiscal 2018, within all the UK locations and maintained its accreditation to this standard through a series of external assessments. Plans for migration to the new International Standard ISO 45001 was underway.

TMSA sustained good performance, leadership commitment and employee engagement in areas of Safety and Health during Fiscal 2018. TDCV Korea and TMTL Thailand continued leadership commitment and engagement with focus in areas of safety communication, risk assessment, improving capabilities of employees for emergency situations.

Prevention of Sexual Harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the

Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company''s office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

During Fiscal 2018, the Company had received 13 complaints on sexual harassments, 12 of which have been substantiated and appropriate actions were taken. The remaining 1 complaint was received during mid March and is being investigated. The Company organized 148 workshops or awareness program against sexual harassment. There were no complaints pending for more than 90 days during the year.

Similar initiatives on Prevention of Sexual Harassment are in place across the Tata Motors Group of companies.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report (BRR) initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report and also hosted on the Company''s website www.tatamotors.com

FINANCE

During the year, the free cash flows for Tata Motors Group were negative Rs,11,183 crores, post spend on capex, design and development of (Rs,35,039 crores). Tata Motors GroupRs,s borrowing as at March 31, 2018 stood at Rs,88,951 crores (as at March 31, 2017: Rs,78,604 crores). Cash and bank balances and investments in mutual funds stood at Rs,48,974 crores (as at March 31, 2017: Rs,51,119 crores). The consolidated net automotive debt to equity ratio stood at 0.15 as at March 31, 2018, as compared to 0.13 as at March 31, 2017.

Free cash flows were Rs,1,339 crores for standalone operations of the Company. Spend on capex, design and development were Rs,2,794 crores (net). The borrowings of the Company as on March 31, 2018 stood at Rs,18,464 crores (as at March 31, 2017: Rs,19,357 crores). Cash and bank balances including mutual funds stood at Rs,2,312 crores (as at March 31, 2017: Rs,2,764 crores). During Fiscal 2018, the Company issued rated, listed, unsecured NCDs of Rs,1,500 crores.

At JLR, post spend on capex, design and development of GB£4,186 million (Rs,35,776 crores), the free cash flows were negative GB£1,045 million (Rs,8,931 crores) for Fiscal 2018. The borrowings of the JLR as on March 31, 2018, stood at GB£3,731 (Rs,34,238 crore) [as at March 31, 2017: GB£3,581 million (Rs,28,977 crores)]. Cash and financial deposits stood at GB£4,657million (Rs,42,977 crores) [as at March 31, 2017: GB£5,487 million (Rs,44,400 crores)]. Additionally, JLR has undrawn committed long term bank lines of GB£1,935 million (JLR data as per IFRS).

During Fiscal 2018, JLR issued US$500 million senior notes due in 2027 at a coupon of 4.50% per annum. The proceeds were for general corporate purposes, including support for JLR''s ongoing growth and capital spending requirements.

During Fiscal 2018, TMFHL and its subsidiaries, Tata Motors Finance Limited and TMFSL, raised Rs,3,231 crores by issuing NCDs. Bank borrowings through secured and unsecured term loans continued to be a major source of funds for long-term borrowing and raised Rs,2,330 crores during Fiscal 2018. In Fiscal 2018, TMFHL Group short-term debt (net) increased by Rs,5,008 crores and longterm debt (net) increased by Rs,7 crores.

Tata Motors Group has undertaken and will continue to implement suitable steps for raising long term resources to match fund requirements and to optimise its loan maturity profile.

During Fiscal 2018, the Company''s rating for foreign currency borrowings was retained to "Ba1"/Stable by Moody''s and to "BB "/ Stable by Standard & Poor''s. For borrowings in the local currency, the ratings was retained by CRISIL at "AA/ Positive" and by ICRA at "AA/ Positive". The Non-Convertible debentures and long term bank facilities

i.e. (Buyers Credit and Revolving Credit Facility) rating by CARE was retained at "AA /Stable". During the year, JLR''s rating was retained by Moody''s at "Ba1" with a change in outlook to Stable and was retained by Standard & Poor''s at "BB /Stable". For TMFHL, CRISIL has maintained its rating on long-term debt instruments and bank facilities to CRISIL "AA/ A1 /Positive" and ICRA has maintained its rating at "AA/Positive"

DEPOSITS

The Company has not accepted any public deposits during Fiscal 2018. There were no over dues on account of principal or interest on public deposits other than the unclaimed deposits as at the end of Fiscal 2018.

EXTRACT OF ANNUAL REPORT

As provided under Section 92(3) of the Act, the details forming part of the extract of the Annual Return in Form MGT 9 is annexed as Annexure - 1.

INFORMATION TECHNOLOGY AND DIGITAL PRODUCT DEVELOPMENT INITIATIVES

a. Information Technology Initiatives

The Company has been a pioneer in adopting Information Technologies (IT) to enable the processes and create efficiencies in its systems. It has been working towards implementing the components of its IT roadmap to create a digital ready platform for transformation. It leverages its strong partnerships with product and services companies to harness the potential of IT for ensuring execution of business initiatives towards a competitive advantage.

The major highlights of IT at the Company are:

- Executed IT Cost Optimization across strategic out sourcing programs.

- Implemented GST framework and IT enablement to support business transactions.

- Enabled World Class Quality initiative of the Company through extending the implementation of Manufacturing Execution System.

- Digital initiatives like e-guru mobile app for dealers'' sales force has helped create customer awareness about our products

- Focus on Supplier Relationship Transformation (SRT) through implementation of Supplier systems and inauguration of SRT training centre

- Continued greater collaboration with subsidiaries leveraging IT leadership

- Strengthening information security through multiple initiatives such as Network Access Control and preparation for ISO27000 framework

- IT team has led the Tata Group CIO Forum enabling synergies across Tata companies in the areas of Digital, Information Security and procurement

In the Company, IT was all about digital. Right from conception of programs such as high fidelity technology backends to connected vehicle roadmaps, the span of technology has never been this vast. All of it was geared towards constant evolution in the mobility (commute) space and providing the best in class technology experience to our end customers. Programs to enhance the sales executive interactions with customers, capturing just in time information from the ground, driving analytics decision making with cloud services and preparing for the next generation of customer relationship have been top focus areas.

Providing customized technology experience in the full lifecycle of a product, at all stakeholder touch points, is a niche which technology is aiming to achieve going forward. Digital platforms and services married to unique business use cases was the way forward. The technology team was in continuous research process of evaluating the best use of state of the art technologies for the benefit of our customers and providing a delight to all stakeholders.

With the readiness of our systems on the digital front, the Company is well equiped in its exciting phase of transformation journey by using cutting edge technology to provide customer centric products and services.

>. Digital Product Development Systems Initiatives

Significant improvements in key processes for product design and manufacturing planning domain had been accomplished through modification of existing processes and identifying few manual processes and converting them in digital engineering domain for better agility.

Achievements through various initiatives are listed below:

- 35 new knowledge based engineering applications were designed and implemented across various product design and safety domains. They were integrated with various tools such as to predict problematic reflections for driver and analyze different parameters for driver comfort, defining datum strategy ensuring first time right panel datum information for tooling and dimensional variation analysis.

- 100 new productivity tools were developed and implemented across various product design and

validation domains. These tools helped large number of designers to increase their productivity significantly through identified levers such as quality checks for design, drawing automation and process automation. CAE tools for load body analysis, NVH assembly model creation, BIW static stiffness, structural connectivity, frequency response and harmonic fatigue, spot-weld failure prediction, axle bracket weld, etc, are few such examples. During concept evaluation phase of the product, advanced concept evaluation tool had been introduced and by this, various design concepts, including sections, shapes and load paths had been optimized.

- Digital process of Requirements Management Design Verification and Validation was implemented for various product development functions, to keep check on product validation status. This process ensures conformance of vehicle performance targets.

- Tool for design of Mastics and Sealants is developed and deployed for Body Engineering. It''s inbuilt feature of linking vehicle body panels with sealants helps designer to quickly regenerate Mastics & Sealants for iterative design modifications. Application standardizes design methodology across vehicle platforms and provides more accurate weight and cost management of sealants at vehicle level.

- High Performance Computing (HPC) solution throughput of CAE simulation using General Purpose Graphics Processing Unit (GPGPU) computation technology has resulted in significant improvement for non-linear implicit simulations.

- Smart review tools were deployed delivering insights into engineering changes of vehicle data at each design release milestones, enabling project teams to review changes. In this, integrated approach of 3D Visualization, issue management and change comparison was helpful in accurate design reviews, identifying critical areas to focus and facilitated accurate decision making.

- 20 business processes were digitized by converting either paper based or email based processes into standardized online applications using homegrown pFirst platform.

- Implementation of MOST time analysis based tool at all locations for MOP (Measure of Performance) improvement by identifying VA (Value Added), ENVA (Essential Non-value Added), NVA (Non-value Added) activities and Lean Analytics.

- For all new vehicle programs, simulation and validation of critical manufacturing processes were carried out for detection of a potential problem in the early stage.

- Quality Application tools for mobility devices for monitoring real time part Design and Commercial information of BOTS & CHAT software engines. (Productivity Improvement)

Subsidiaries

Jaguar Land Rover (JLR):

JLR continue to develop the use of the latest Product Lifecycle Management (PLM) technologies to ensure JLR remains at the cutting edge of engineering and drive efficiencies into the process. The application of leading visualization and systems engineering technologies enable full engagement in the product creation process, all with the aim of producing cars and SUVs that the customers will love for life.

Tata Daewoo Commercial Vehicles (TDCV):

TDCV continued the focus on quality and agility in its digital product creation processes. PLM software system was upgraded to a higher version giving enhanced features. The PLM processes were also improved, considering various business requirements and scenarios.

Tata Technologies Limited (TTL):

Tata Technologies Limited (TTL) has invested in state-of-the-art software and hardware technologies in alignment with business goals and customer needs, with the prime focus on delivering world class business solutions to the stakeholders. These investments have stemmed from the pressing need of the hour to keep the organization abreast with the latest technologies by enhancing and upgrading the digital eco-system.

TTL continued to augment and enhance the Virtual Desktop Infrastructure setup for engineering users to improve network and information security. It has also deployed Unified Communication Technology as part of enhanced collaboration platform. The deployment of Hyper Converged Infrastructure has resulted in better performance and high availability computing for enterprise applications hosted on hybrid cloud. As part of O2C (Opportunity to Cash) - a transformational program to standardize, streamline and improve the core processes and systems, TTL has invested on Sales force for Sales Excellence, IPMS for Delivery Excellence and SAP Concur to refine travel and expense management. Upgrade to SAP HANA has resulted in better performance of SAP platform.

TTL has defined an Information Security roadmap to address latest threats and risks. Deployment of NexGen antivirus, virtual patching for servers, certifying a delivery centre for ISO 27001:2013 and monthly governance for critical accounts are some of the initiatives taken up last year. The end goal was to have an integrated security enterprise architecture which can cut down on complexity and, of course, increase security effectiveness.

Tata Motors European Technical Centre (TMETC):

TMETC continued the use of best in class hardware and software systems to enhance quality and agility in its product conceptualization, design and virtual validation domain.

TECHNOLOGY AND ENVIRONMENT FRIENDLY INITIATIVES

The Company continued to develop alternate technologies for sustainable mobility. The fleet of diesel series hybrid buses for Mumbai were delivered for operation. Six fuel cell buses were built, tested and one bus building was processed for demonstration and four fuel cell buses were under testing. Electric buses were tested under several prototypes of 9m and 12m developed by the Company, which would be ideal for passenger to commute in ecologically sensitive areas and urban centre. In addition, a fleet of small commercial electric vehicles were being built for last-mile passenger transport. The Company was working on several electrification, hybridization and alternate fuel technologies, which would be launched once the market is ready for them, in addition to developing technologies that improve the footprint of conventional power trains. Some of the key initiatives in this direction are mentioned below :

- Development of LNG engines for city buses and medium duty trucks.

- Development of engine as well as engine calibrations for various bio-fuel blends.

- Development of semi-synthetic engine oil, which has increased oil drain intervals and improved fuel economy by 1-3%.

- Reduction of real drive emissions and CO₂ emission by incorporating 48 V Boost Recuperation System (BRS) in LCVs.

CONSOLIDATED FINANCIAL STATEMENTS

The Company announces its consolidated financial statement on a quarterly basis. As required under the SEBI Listing Regulations, consolidated financial statements of the Company and its subsidiaries, prepared in accordance with IndAS 110 issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the consolidated financial statements of the Company. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the subsidiary companies is attached to the Financial Statements in Form AOC-1. Pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statements of the subsidiary companies upon the request by any member of the Company or its subsidiary companies. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by any member at the Registered Office of the Company and could be available on the website of the Company.

SUBSIDIARY, JOINT ARRANGEMENTS AND ASSOCIATE COMPANIES

The Company has 96 subsidiaries (14 direct and 82 indirect) as at March 31, 2018, as disclosed in the accounts.

The Scheme of Amalgamation between one of the direct subsidiaries viz TML Drivelines Limited with the Company was approved by the Hon''ble National Company Law Tribunal and a certified true copy was received on April 26, 2018 and the said scheme was operative from April 30, 2018. The financial statements of this subsidiary was merged with the standalone financial statements of the Company from the Appointed Date with effect from April 1, 2017.

During Fiscal 2018, the following changes have taken place in subsidiary / associates / joint venture companies:

Subsidiary companies formed/acquired:

- Jaguar Land Rover Ireland (Services) Limited was incorporated with effect from July 28, 2017.

- Jaguar Land Rover Taiwan Company Limited was incorporated with effect from November 17, 2017.

- Servicios GDV Mexico S.A. de C.V. was incorporated on October 2, 2017.

- GDV Imports Mexico SAPI de C.V. was acquired on October 2, 2017.

- Tata Technologies Europe Limited incorporated 100% stake in Escenda Engineering AB with effect from May 1, 2017.

Companies ceasing to be subsidiary companies / ceased operations:

- Cambric UK Limited dissolved with effect from May 23, 2017.

- Midwest Managed Services Inc. merged into Tata Technologies Inc with effect from February 28, 2018.

- TML Drivelines Limited merged with the Company and the Scheme of Merger and Arrangement was operative from April 30, 2018.

Name changes

- Tata Motors Finance Limited was renamed TMF Holdings Limited with effect from June 17, 2017.

- Sheba Properties Limited was renamed Tata Motors Finance Limited with effect from June 30, 2017.

- Servicios GDV Mexico S.A. de C.V. was renamed Jaguar Land Rover Servicios Mexico, S.A. de C.V. with effect from December 11, 2017.

- GDV Imports Mexico SAPI de C.V. was renamed Jaguar Land Rover Mexico, S.A.P.I. de C.V. with effect from December 11, 2017.

- Cambric Manufacturing Technologies (Shanghai) Co. Limited was renamed Tata Manufacturing Technologies (Shanghai) Co. Limited with effect from April 1, 2017.

Re-structuring

Shareholding in Tata Motors (Thailand) Limited increased from 95.28% to 95.49% with effect from June 6, 2017. Shareholding in Spark44 (JV) Limited increased from 50% to 50.50% with effect from August 31, 2017, making it and its 14 downstream companies indirect subsidiaries of the Company. Besides the above, JLR continued to integrate / restructure legal entities for manufacturing and for exporting globally as combined brand legal entities. Other than the above, there has been no material change in the nature of the business of the subsidiary companies.

Associate Companies

As at March 31, 2018, the Company has 9 associate companies,

4 joint ventures and 2 joint operations.

The Company has adopted a Policy for determining Material Subsidiaries in line with Regulation 16 of the SEBI Listing Regulations. The Policy, as approved by the Board, is uploaded on the Company''s website (URL: http://investors.tatamotors.com/pdf/material.pdf).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGOING

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure - 2.

DIRECTORS

Appointment / Re-appointment

The Company has on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations, appointed Ms Hanne Sorensen (DIN: 08035439) as Additional and Independent Director on the Board for a tenure of 5 years with effect from January 03, 2018, subject to approval of Members at the Annual General Meeting (AGM). She shall hold office as Additional Director up to the date of the forthcoming AGM and is eligible for appointment as a Director.

As reported in the previous year, Mr Om Prakash Bhatt (DIN: 00548091) was appointed as Additional and Independent Director on the Board for a tenure of 5 years with effect from May 9, 2017, pursuant to Section 161 of the Act, read along with Rules framed there under, the Members had vide Ordinary Resolution approved at the AGM held on August 22, 2017, the appointment of Mr Bhatt as an Independent Director.

In accordance with provisions of the Act and the Articles of Association of the Company, Mr Guenter Butschek, Chief Executive Officer and Managing Director (DIN: 07427375) is liable to retire by rotation and is eligible for re-appointment.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations, Clause 1.2.5 of the Secretarial Standard are given in the Notice of AGM, forming part of the Annual Report and Schedule V of the SEBI Listing Regulations are given in the Corporate Governance Report, forming part of the Annual Report. Attention of the Members is also invited to the relevant items in the Notice of the AGM.

Cessation

Mr Ravindra Pisharody (DIN: 01875848) vide letter dated June 5,

2017, tendered his resignation as Executive Director (Commercial Vehicles) of the Company, but continued to serve his term of office for another 6 months in lieu of his contractual severance notice period, ensuring seamless transition in the business operations of the Company. Mr Pisharody concluded his contractual severance notice period on September 30, 2017.

Dr Raghunath Mashelkar, Independent Director (DIN: 00074119), on attaining the age of 75 years retired on December 31, 2017, in accordance with Governance Guidelines on Board Effectiveness.

The Board of Directors places on record their appreciation for contributions made by Mr Pisharody and Dr Mashelkar during their tenure.

Independent Directors

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations.

Key Managerial Personnel

The Key Managerial Personnel (KMPs) of the Company during Fiscal 2018 are:

- Mr Guenter Butschek, Chief Executive Officer and Managing Director

- Mr Satish Borwankar, Executive Director and Chief Operating Officer

- Mr Pathamadai Balachandran Balaji, Group Chief Financial Officer (with effect from November 14, 2017)

- Mr Hoshang Sethna, Company Secretary

- Mr. Ravindra Pisharody, Executive Director - Commercial Vehicles (upto September 30, 2017)

- Mr C Ramakrishnan, Group Chief Financial Officer (upto September 30, 2017)

During the year, Mr C Ramakrishnan concluded his tenure as a Group Chief Financial Officer and KMP with effect from September 30, 2017 and the Board of Directors, pursuant to the said cessation, approved appointment of Mr P.B. Balaji as Group Chief Financial Officer and KMP of the Company with effect from November 14,2017.

CORPORATE GOVERNANCE

At the Company, we ensure that we evolve and follow the corporate governance guidelines and best practices sincerely, to boost long-term shareholder value and to respect minority rights. The Company considers it an inherent responsibility to disclose timely and accurate information regarding its operations and performance, as well as the leadership and governance of the Company.

A separate section on Corporate Governance and the certificate from the Practicing Company Secretary confirming compliance of Corporate Governance norms as stipulated in Regulation 34 read along with Schedule V of the SEBI Listing Regulations, giving information pertaining to the Board, number of Board meetings held, Committee of the Board and other details of relevance forms part of this Report.

Governance Guidelines

During the year under review, the Company adhered to the Governance Guidelines on Board Effectiveness. The Governance

Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Director term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director Remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-a-vis the required competencies, undertake a reference and due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of directors in terms of provisions of Section 178 (3) of the Act and Regulation 19 read along with Schedule II of SEBI Listing Regulations, which is annexed as Annexure - 3.

REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Regulation 19 of SEBI Listing Regulations, the same is annexed as Annexure - 4.

BOARD EVALUATION

The annual evaluation process of the Board of Directors ("Board"), Committees and individual Directors was carried out in the manner prescribed in the provisions of the Act, Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 5, 2017 and as per the Corporate Governance requirements prescribed by SEBI Listing Regulations.

The performance of the Board, Committees and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The NRC reviewed the performance of the individual Directors, a separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors; performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of Managing Director / Executive Directors and Non-Executive Directors. This was followed by a Board meeting that discussed the performance of the Board, its Committees and individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning, etc. The criteria for performance evaluation of Committees of the Board included aspects like composition and structure of the Committees, functioning of Committee meetings, contribution to decision of the Board, etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, integrity etc. In addition, the Chairman was also evaluated on the key aspects of his role.

Significant findings of the Fiscal2018 Board effectiveness evaluation included providing regular updates to the Board on projects undertaken to support cost and productivity improvements along with a monthly information report thereon, inclusion of educative topics in the agenda on technology, governance, regulations which could impact business and continuing efforts to balance the Board agenda with focus on budgets, strategic issues. Critical suggestions to improve the Company''s business included, augmenting the succession pipeline, harmonizing interactions and integrating synergies that could be derived between the Company and JLR Group. The Board also monitors action taken on the findings and suggestions made in the process of the Board evaluation.

Familiarization programme for Independent Directors

The details of the Familiarization Programme for Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company at (URL: httD://investors.tatamotors.com/Ddf/familiarisation-DroQramme-independent-directors.pdf).

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company''s website at (URL: http://investors.tatamotors.com/Ddf/whistLe-bLower-Dolicu.Ddf).

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure - 5.

The statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. The said statement is also open for inspection at the Registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - 6 of this Report in the format prescribed in the Companies (CSR Policy) Rules, 2014. The Policy is available on Company''s website at (URL: http://investors.tatamotors.com/ pdf/csr-policu.pdf).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the year with related parties were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. The prior approval of the Audit Committee was sought for all related party transactions. The Company has adopted a policy on Related Party Transactions which even provides for the parameters to grant omnibus approval(s) by the Audit Committee and is available on the website at (URL: http://investors.tatamotors.com/pdf/rpt-policu.pdf).

A statement on related party transactions specifying the details of the transactions, pursuant to each omnibus approval granted, have been placed on a quarterly basis for review by the Audit Committee.

During the Fiscal 2018, there were no related party transactions of the Company with its Directors and Key Managerial Personnel or their relatives, its holding, subsidiary or associate companies as prescribed under Section 188 of the Act and SEBI Listing Regulations and therefore, the Company is not required to report in the prescribed Form AOC-2 and does not form part of the Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees or Investments made during Fiscal 2018 are given below:

_(Rs, in crores)

Name of Companies	Nature of Transactions	Loans	Investment
TMF Holdings Limited	Investment in shares	-	300.00
Tata Steel Limited	Investment in shares	-	41.63
JT Special Vehicle Private Limited	Investment in shares	-	2.50

Note:

During Fiscal 2018, the Company has not given guarantee to any of its subsidiaries, joint ventures and associates companies.

AUDIT

Statutory Audit

In the 72^nd Annual General Meeting (AGM) held on August 22, 2017 M/s B S R & Co. LLP, Chartered Accountants (B S R LLP) (ICAI Firm No. 101248W/W-100022) was appointed as Statutory Auditors of the Company for a tenure of 5 years subject to ratification of their appointment at every subsequent AGM. The Ministry of Corporate Affairs has vide notification dated May 7, 2018 obliterated the requirement of seeking Member''s ratification at every AGM on appointment of Statutory Auditor during their tenure of 5 years. B S R LLP have under Section 139(1) of the Act and the Rules framed there under furnished a certificate of their eligibility.

The report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditor''s Report are self-explanatory and therefore do not call for any further comments.

Cost Audit

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s Mani & Co., a firm of Cost Accountants in Practice (Registration No.000004) as the Cost Auditors of the Company to conduct cost audits pertaining to relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2019. The Board of Director on recommendation of the Audit Committee approved remuneration of ''5 lakhs plus applicable taxes and out of pocket expenses, subject to ratification of their remuneration by the Members at the forthcoming AGM.

M/s Mani & Co. have, under Section 139(1) of the Act and the Rules framed there under furnished a certificate of their eligibility and consent for appointment.

M/s Mani & Co., have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Director appointed M/s Parikh & Associates, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for year ended March 31, 2018. The Report of the Secretarial Audit is annexed herewith as Annexure- 7.

The Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.

The Securities and Exchange Board of India (SEBI) have vide Order dated March 6, 2018 issued directions for the Company to conduct an internal inquiry within 3 months into the leakage of information relating to its financial results for the quarter ended December 2015, take appropriate actions against those responsible and to submit its report within 7 days thereafter. The Company has appointed an expert to conduct an independent investigation to submit its report to the Audit Committee of the Company which will be submitted to

SEBI in a timely manner.

The Company has paid a penalty of Rs,5.60 lakhs each levied by the BSE Limited and the National Stock Exchange of India Limited in respect of delay in filing of listing application for 266 Ordinary Share and 80 ''A'' Ordinary Shares allotted out of shares held in abeyance on settlement of an inter-se dispute amongst the shareholders. This penalty has been paid ''under protest'' subsequent to various representation made by the Company.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1, 2017. The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

DIVIDEND DISTRIBUTION POLICY

Pursuant to SEBI''s notification dated July 8, 2016, the Board of Directors of the Company have formulated a Dividend Distribution Policy ("the policy"). The detailed policy is annexed to this Report as Annexure-8 and is also available on our website (URL: http://investors.tatamotors.com/pdf/dividend-distribution-policy.pdf )

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, external agencies and secretarial auditors, including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during Fiscal 2018.

Accordingly, pursuant to sub-section 3(c) ans 5 Section 134 of the Act, the Board of Directors, to the best of their knowledge and ability, confirm:

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

(b) that we have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

( c ) that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) t hat proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively*; and

(f) that proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

*ptease refer to the Section "Internet Control Systems and their Adequacy in the Management Discussion and Analysis".

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s performance. The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, Government and all other business associates for their continuous support to the Company and their confidence in its management.

On behalf of the Board of Directors

N CHANDRASEKARAN

Chairman

(DIN: 00121863)

Mumbai, May 23, 2018

---

Mar 31, 2017

The Directors present their Seventy Second Annual Report along with the Audited Statement of Accounts for Fiscal 2017.

Pursuant to the notification issued by the Ministry of Corporate Affairs on February 16, 2015 and under the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, the Company has adopted Indian Accounting Standards on April 1, 2016, with the transition date as April 1, 2015. Fiscal 2016 Financial Statements have been prepared in accordance with the recognised and measurement principles stated therein.

FINANCIAL PERFORMANCE SUMMARY

(Rs. in crores)

	Tata Motors (Standalone)*		Tata Motors Group (Consolidated)
	Fiscal 2017	Fiscal 2016	Fiscal 2017	Fiscal 2016
FINANCIAL RESULTS
Income from operations	49,100.41	47,383.61	2,74,492.12	2,77,660.59
Total expenditure	47,399.74	44,018.78	2,37,579.76	2,35,884.31
Operating profit	1,700.67	3,364.83	36,912.36	41,776.28
Other Income	978.84	1,402.31	754.54	885.35
Profit before interest, depreciation, amortization, exceptional item and tax	2,679.51	4,767.14	37,666.90	42,661.63
Finance costs	1,590.15	1,592.00	4,238.01	4,889.08
Cash profit	1,089.36	3,175.14	33,428.89	37,772.55
Depreciation, amortization and product development/ engineering expenses	3,423.87	2,747.49	21,318.56	20,179.55
Foreign exchange (gain)/loss (net)	(252.45)	222.91	3,910.10	1,616.88
Profit/(loss) for the year before exceptional items and tax	(2,082.06)	204.74	8,200.23	15,976.12
Exceptional Items - loss (net)	338.71	271.84	(1,114.56)	1,850.35
Profit/(loss) before tax	(2,420.77)	(67.10)	9,314.79	14,125.77
Tax expenses/(credit) (net)	59.22	(4.80)	3,251.23	3,025.05
Profit/(loss) after tax	(2,479.99)	(62.30)	6,063.56	11,100.72
Share of profit of joint ventures and associates (net)	-	-	1,493.00	577.47
Profit/(loss) for the year	(2,479.99)	(62.30)	7,556.56	11,678.19
Other comprehensive income/(loss)	95.48	85.47	(27,494.57)	3,157.46
Total Other comprehensive income/(loss) for the year	(2,384.51)	23.17	(19,938.01)	14,835.65
Attributable to:
(a) Shareholders of the Company			(20,005.94)	14,724.64
(b) Non-controlling interest			67.93	111.01

* These include the Company’s proportionate share of income and expenditure in its two Joint Operations, namely Tata Cummins Pvt Ltd and Fiat India Automobiles Pvt Ltd.

DIVIDEND

Considering the continued weak operating environment in the standalone business and in view of the losses for the year, no dividend is permitted to be paid to the Members for Fiscal 2017, as per the Companies Act, 2013 (“the Act”) and the Rules framed thereunder.

TRANSFER TO RESERVES

In Fiscal 2016, an additional amount has been transferred from retained earnings to Debenture Redemption Reserve (DRR) on outstanding Non-Convertible Debentures (NCDs) and Senior Notes (including interest accrued where applicable) of Rs.43.79 crores. Due to losses in Fiscal 2017, resulting in debit balance in retained earnings no amount has been transferred to DRR on the NCDs allotted in Fiscal 2017.

OPERATING RESULTS AND PROFITS

Fiscal 2017 has been marked by couple of ‘Black Swan’ events (like Brexit -UK decision to exit EU and Demonetization in India) having a large impact on the future course of developments. This year was marked by the way for the long awaited and transformational Goods and Service Tax (GST).

Growth of World GDP has been 3.1% in Fiscal 2016. A recovery in commodity prices has provided some relief to commodity exporters and helped in reducing the deflationary pressures. The Orgainisation of the Petroleum Exporting Countries (OPEC) ability to increase price by cutting down production has been curtailed by rising Shale gas output in US. Moreover, structural problems such as low productivity growth and high-income inequality persisted and are likely to be continued. Activity rebounded strongly in the United States in second half of calendaRs.2016 compared to weaker first half. However, output remained below potential in a number of other advanced economies, notable in the European area. The picture of emerging market and developing economies remained much more diverse. The growth rate in China was a bit stronger than expected, supported by continued policy stimulus. Activity was weaker than expected in some Latin American countries such as Brazil, whereas, activity in Russia was slightly better than expected, in part reflecting firmer oil prices.

India’s economy has grown at a strong pace in recent years owing to the implementation of critical structural reforms and lower external vulnerabilities. It has grown by 7.1% in Fiscal 2017, compared to 7.9% in Fiscal 2016 primarily because of the temporary consumption shock induced by cash shortages and payment disruptions from demonetisation. Private investment continues to remain weak due to over capacity. In order to propel the economy the government has been trying to give a thrust to the investment by allocating a higher sum towards gross fixed capital formation.

The Tata Motors Group registered a de-growth of 1.1% in income from operations to Rs.2,74,492 crores in Fiscal 2017 as compared to Rs.2,77,661 crores in Fiscal 2016, due to negative translation impact from Great British Pound (GB£) to Indian Rupee (‘) of Rs.27,686 crores and de-growth in the M&HCV segment in India was offset by higher wholesale volumes in Jaguar and Land Rover and growth in Passenger Vehicle segment in India. The consolidated EBITDA margins for Fiscal 2017 stood at 13.4%. Consequently, Profit Before Tax (PBT ) and Profit After Tax (PAT) [post share of profit of joint ventures and associates (net)] were Rs.9,315 crores and Rs.7,557 crores, respectively.

Tata Motors Limited recorded income from operations (including joint operations) of Rs.49,100 crores, 3.6% higher from Rs.47,384 crores in the previous year. Muted demand of M&HCV and LCV due to weak replacement demand, subdued freight demand from industrial segment, which took a further hit post demonetization and lower than expected pre-buying ahead of the implementation of BS-IV, resulting in lower EBITDA margins of 3.5% in Fiscal 2017 as against 7.1% in Fiscal 2016. Loss Before and After Tax (including joint operations) for Fiscal 2017 were at Rs.2,421 crores and Rs.2,480 crores, respectively, as compared to Loss Before and After Tax (including joint operations) of Rs.67 crores and Rs.62 crores, respectively in Fiscal 2016. The losses were primarily driven by less favourable market and model mix, including higher marketing expenses, depreciation and amortization and other operating cost.

Jaguar Land Rover (JLR) (as per IFRS) recorded revenues of GB£24.3 billion compared to GB£22.3 billion in Fiscal 2016, driven by higher sales volumes and weaker GB£.

Consolidated EBITDA for Fiscal 2017 at GB£3.0 billion, was marginally lower as compared to EBITDA of GB£3.1 billion for Fiscal 2016, as the higher revenue was more than offset by higher marketing, manufacturing and other operating expenses. EBIT was GB£1.5 billion in Fiscal 2017 lower than GB£1.8 billion in Fiscal 2016, due to higher depreciation and amortization which were partially offset by higher profits from the Chinese joint venture.

PBT in Fiscal 2017 was GB£1.6 billion in-line with the PBT of GB£1.6 billion in Fiscal 2016, the lower EBIT and unfavourable foreign exchange revaluation was more than offset by a favourable revaluation of commodity hedges and of GB£151 million further recoveries relating too to Tianjin fire in this year compared to GB£157 million net charge than in Fiscal 2016.

In May 2016, JLR redeemed the remaining US$84 million (GB£57 million equivalent) of the 8.125% US$ bond maturing in 2021 by exercising its call option, the majority of which was successfully tendered and redeemed in March 2015. In January 2017, JLR issued a €650 million 7-year bond with a coupon of 2.20% and a GB£300 million 4-year bond with a coupon of 2.75%. In addition, JLR successfully undertook a consent solicitation in March 2017 to align the terms of three of their older bonds to the terms of the Euro and GB£ bonds issued in January 2017.

Tata Motors Finance Limited (TMFL) (consolidated) (as per Indian GAAP) the Company’s captive financing subsidiary, reported revenue of Rs.2,721 crores (Fiscal 2016 Rs.3,229 crores) and reported a Loss After Tax Rs.1,182 crores in Fiscal 2017, as compared to PAT Rs.267 crores in Fiscal 2016.

Tata Daewoo Commercial Vehicle Company Limited South Korea (TDCV), (as per Korean GAAP) registered revenues of KRW 1,032 billion in Fiscal 2017, a growth of 17.3% over Fiscal 2016 mainly due to increase in domestic sales. The PAT was KRW 50 billion compared to KRW 46 billion in Fiscal 2016. Higher domestic volume, better mix, favourable exchange realizations and material cost reduction helped in improving profits.

VEHICLE SALES AND MARKET SHARES The Tata Motors Group sales for this year stood at 11,57,808 vehicles, up by 8.8% as compared to Fiscal 2016. Globally the Company sold 3,96,097 Commercial Vehicles and Passenger Vehicles were 7,61,711.

TATA MOTORS

Tata Motors recorded sales of 545,416 vehicles, a growth of 6.5% over Fiscal 2016. In Fiscal 2016 Industry in India, grew by 8.3%, resulting in the Company’s market share decreasing to 12.8% in Fiscal 2017 in the Indian Automotive Industry from 13.1% in the Fiscal 2016. The Company’s exports on standalone basis grew by 10.6% to 64,221 vehicles in Fiscal 2017 as compared to 58,058 vehicles in Fiscal 2016.

Commercial Vehicles

The domestic demand for Commercial Vehicles was volatile through the year, as a result of Government and Regulatory announcements - e.g. Goods and Service Tax (GST), demonetization, emissions change from BS-III to BS-IV etc. Within the domestic market, the Company sold 3,24,175 Commercial Vehicles, a marginal fall of 0.8% from Fiscal 2016. While the overall growth of Commercial Vehicles for the Company has been muted, some specific segments like M&HCV tipper (Construck), Buses and Pickup have seen strong growth during Fiscal 2017.

Some of the highlights for the year were:

- Unveiled its very first Brand Ambassador - Akshay Kumar in December.2016. He will be the face of the entire CVBU range going forward.

- The Xenon Yodha Pickup was launched in January 2017. A reliable new Pickup with high levels of performance and lower operating costs, it has been very well received and is gaining acceptance from customers.

- Launched a range of state of the art buses running on alternate fuels including Electric, Hybrid and LNG. An order foRs.25 hybrid buses to the Mumbai Metropolitan Region Development Authority is in the process of being fulfilled.

- The Magic Mantra SCV Passenger Vehicle with superior performance was launched to augment the existing Magic and Iris models in the last mile connectivity segment.

The Magna Bus Coach was introduced as the next-generation coach for inter-city people movement. Feedback on the product has been encouraging.

- In the M&HCV segment several new products were launched - Ultra 1518 truck, LPK 1615 tipper, LPT 3718 Pusher Lift Axle rigid truck and a further extension of the SIGNA range of Tractors. Offered in various configurations, the SIGNA range of Commercial Vehicles is engineered and built to offer M&HCV buyers a newly designed cabin with proven Tata Motors aggregates for a world-class trucking experience.

- Launched a refreshed version of the Tata Loyalty Program with a unique cover of Rs.10 lakhs accidental insurance for five years for the driver - a first of its kind in the industry, plus a host of benefits to enable customers to accumulate points for every spend along with many more attractive options for redeeming points accrued.

- This year, the Company won four prestigious awards at the Apollo CV Awards:

- Tata Armoured Personnel Carrier - winners of the Special CV Application of the Year award.

- MCV tipper of the Year award was won by Tata Prima 2528.K

- Tata DLT double-deck tractor (trailer) carrier won the CV application builder of the Year award

- Tata Signa 4923.S tractor won the HCV tractor cargo carrier of the Year award.

- Dealership of the Year Award- Cargo Motors Pvt. Ltd.

Dipper Campaign-Use Dipper At Night - an innovative campaign to bring awareness amongst the truck driver community for safe practices has been extremely well received and acknowledged through various awards such as the CANNES 2016 - 2 awards - a first for the TATA Group, SPIKES ASIA 2016 awards, and the EFFIES 2016 award.

- Organized the Prima Truck Racing Championship Season 4, which drew in oveRs.30,000 spectators. The highlights this year were the inclusion of FIA’s European Truck Racing Championship (ETRC) drivers in addition to the current crop of racers from the British Truck Racing Association (BTRA), the first female truck driver and an expansion of the Indian Truck Driver Racing Training Program called the “T1 Racer Program”. The T1 Racer Program (TRP) is a program started in 2016 to identify regular Indian truck drivers and train them to become racers. This is the second year of the program. This year also saw the unveiling of a 1,000 bhp truck, which will feature as the racing platform for future editions.

- In order to promote various applications on the Company’s products, a series of campaigns have been organized across the country:

- Har Business ka ACE- Fully Built expo- Pan India 34 expos covering 14,437 customers conducted to showcase the versatility of the Tata SCV platform and leverage the many applications for use by the customers. It has been well received as customers look towards buying ready to use solutions from the Company for enhancing their business.

- Construck Mahotsav - covered 13 important locations in East India with participation from more than 5,500 customers. This exclusive event to showcased the entire range of construction and mining vehicles to leverage the growing demand for such vehicles.

- Truck World in 2016-17 - Organized Truck World Exhibition with a full range of oveRs.35 different models displayed and visited by more than 13,000 customers across some of the key trucking centers in the country such as Chandigarh, Hyderabad, Guntur, Kanpur and Delhi.

- Tata 407- 30 Year Celebration - More than 35,000 customers participated in this campaign over two months. The iconic Tata 407 celebrated 30 years and it continues to be the best selling product in the category of LCV trucks. Customers across the country were felicitated for their support in making this one of the most successful brands in the Commercial Vehicle Industry.

- HAMARE BUS KI BAT HAI - This unique programme reached out to the support staff of school buses across India, helping them improve their efficiency at work.

Since it’s inception, the programme has reached out to 2,313 schools in 299 cities/towns covering oveRs.96,586 school bus staff.

Passenger Vehicles

The domestic Passenger Vehicle Industry grew by 9.6% during Fiscal 2017. Correction in fuel prices and easing financing cost has resulted in lower operating cost, which should further aid domestic growth in near to medium term. Industry sales crossed 3 million milestone for the first time during the year. The Company’s Passenger Vehicles sales were higher by 23.5% at 157,020 vehicles, registering a 5.2% market share. The Company sold 137,175 cars (higher by 28.4%) and 19,845 utility vehicles and vans, (lower by 2.2%). In the Utility Vehicle segment, competitive activity intensified with multiple new launches mainly in the soft-roader category. The Company has taken various initiatives to improve its performance such as product refreshes/launch programs, operational efficiency, dealer effectiveness, working capital management and restructuring customer facing functions.

Some of the highlights of this year’s performance were:

- Product launches continued during the Fiscal.

- Tiago was launched in April 2016, with latest technological advancements and design engineering.

- Tata Hexa was launched in January 2017, with Automatic and Manual Gearbox, new design language and class leading features.

- Tigor Compact Sedan was launched towards the end of March 2017.

The above new product launches were in-line with the Company’s objective of taking the brand to a higher level, while making it relevant for the younger buyer. The Company continued to focus on building brand strengths, refreshing products and enhancing sales and service experience. The Company expanded it’s new look, stylish, tech savvy best in class flagship Passenger Vehicle showrooms, for superior customer experience

The Company has signed a contract for supply of 3,192 units of the Tata Safari Storme 4x4 to the Indian Armed Forces, under a new category of vehicles - GS800 (General Service 800).

Exports

The Company exported 64,221 vehicles (Fiscal 2016: 58,058 vehicles) comprising 60,184 units of Commercial Vehicles and 4,037units of Passenger Vehicles during Fiscal 2017.

Export of Commercial Vehicles grew by 11.3% in Fiscal 2017 with 60,184 units exported compared to 54,052 in Fiscal 2016, crossing 60,000 shipments for the first time and the highest ever till date. The traditional markets of SAARC remained stronger than last year growing by 21.5% with Sri Lanka, Bangladesh and Nepal contributing to the growth. However, the mid-term duty change in Sri Lanka and the liquidity crisis in Nepal impacted the growth momentum. The reconstruction and the easing up of pent up demand led to record shipments to Nepal in Fiscal 2017. Low crude oil prices, Middle East geo-political situation, currency devaluations and political strife cast a big shadow over the Company’s strong markets of Middle East and Africa this year, with the exception of the newly opened market of Tunisia which grown more than 100%. The Company was able to grow market shares in the key markets of Nepal and Bangladesh. In Fiscal 2017, the Company successfully bagged and executed several prestigious orders including 553 units Xenon pickups for PoS, Malaysia; 537 units of buses to Ivory Coast as a part of their public transportation system; 25 units of Prima in Oman to Al Tasneem; 25 units of ULTRA trucks in Bangladesh to Pran RFL; 32 units of ULTRA trucks in Malaysia to PoS and 39 units of ULTRA Buses in Nepal to Mahanagar Yatayat. Some of the key events in Fiscal 2017 were the launch of Tata ULTRA Trucks in Kenya and Tanzania; ULTRA Bus in Tanzania; Tata Prima in Kingdom of Saudi Arabia and Bhutan. As a part of its strategy to expand its global footprint, the Company also launched the Commercial Vehicle brand in Vietnam and Bolivia. In Fiscal 2017, the Company achieved a key milestone of 1,000 Ultra retails in export markets.

During the period Fiscal 2017, the Company exports of Passenger Vehicles stood at 4,037 units, compared to 4,006 units in the Fiscal 2016. Sales in Sri Lanka declined considerably due to increase in import duties and tightening of retail financing. However, this was compensated by the improved sales in Nepal and South Africa with a growth of 120% and 30% respectively.

In Nepal, the launch of Tiago has helped the Company to improve its sales in the hatch segment whereas increased sales of Zest helped to gain the leadership position in the compact sedan segment. The Sumo continues to be the ‘Number One’ selling brand in UVs in Nepal. In South Africa, aggressive fleet sales push helped us to increase its sales over last year. In Bangladesh, the Company has improved its sales on account of launch of Nano GenX and an institutional order for Sumo Ambulance.

Jaguar Land Rover

In Fiscal 2017, Jaguar Land Rover achieved record retail sales of 604,009 units in Fiscal 2017 a growth of 15.8% as compared to Fiscal 2016, primarily driven by the introduction of the Jaguar F-PACE and continued strong demand for the Land Rover Discovery Sport. The retail sales were higher year-on-year in China by 32%, North America by 24%, the UK 16% and the Europe 13% in Fiscal 2017. However, retail sales were down by 6% in other overseas markets, which include Brazil, Russia and South Africa.

Some of the key highlights of Fiscal 2017:

Retail sales of the new Jaguar F-PACE commenced in May 2016 (Winner of World Car of the Year and World Car Design of the Year).

- The Jaguar XE commenced sales in the US in May 2016.

- The Range Rover Evoque convertible commenced sales in June 2016.

- Production of the new long wheel base Jaguar XFL commenced at the Chinese joint venture and went on sale locally in September2016.

- The all new Land Rover Discovery was unveiled in September2016, with sales commencing in February 2017 .

- The new Range Rover Velar was revealed to the public in March 2017 and is the 4th Range Rover model positioned between the Range Rover Evoque and the Range Rover Sport.

The Jaguar I-PACE concept, JLR’s first battery electric vehicle, was unveiled in November2016, with sales commencing in 2018.

- JLR opened it’s first wholly owned international manufacturing plant in Brazil in June 2016.

Production of JLR’s in-house 4 cylinder Ingenium petrol engine commenced in September2016 at the Engine Manufacturing Centre in Wolverhampton in the UK and is now available in the Jaguar XE, XF, F-PACE, Land Rover Discovery Sport and Range Rover Evoque. The Ingenium Petrol Engine will also be available in the new Range Rover Velar from launch.

- Construction of the manufacturing plant at Nitra in Slovakia began in September2016 and the all new Discovery would be the first vehicle to be produced at the new plant from 2018.

- Jaguar XF won the Auto Express Golden Steering Wheel award for best saloon car of 2016.

- JLR launched it’s In Motion Ventures business unit in April 2016, established to develop innovative solutions aimed at overcoming future travel and transport challenges. Investments to date include US$1 million into GoKid (a ride sharing service for schools) and SPLT (a ride sharing/car pooling platform for commuters).

Tata Daewoo Commercial Vehicle Company Limited

Tata Daewoo Commercial Vehicle Company Limited (TDCV) sold 10,317 commercial vehicles, higher by 13.2% over Fiscal 2016, mainly due to increase in domestic sales. TDCV continued the strong performance, in the domestic market in-spite of increased competition by selling 8,795 commercial vehicles, registering a growth of 25.0% compared to sales of 7,036 commercial vehicles in Fiscal 2016. The market share for both HCV and MCV Segments put together was 29.6% as compared to 31.0% in Fiscal 2016. The export market scenario was very challenging in Fiscal 2017. Factors like persistently low oil prices, local currency depreciation against the US dollar, continuing statutory regulations to reduce imports, the slowdown in Chinese economy impacting commodity exporting countries and increased dealer inventory, adversely impacted TDCV’s exports in major markets, such as Gulf Corporation Council, Russia, Algeria, Vietnam and South Africa. The export sales were 1,522 commercial vehicles, 26.8% lower compared to 2,080 commercial vehicles in Fiscal 2016.

Tata Motors (Thailand) Limited

Tata Motors (Thailand) Limited (TMTL) sold 1,332 units in Fiscal 2017, as compared to 1,312 units in Fiscal 2016. The Thai Automobile Industry has witnessed a flat growth in Fiscal 2017 afteRs.3 straight years of decline.

TMTL has taken the opportunity to refresh its products, services and network, as well as, expand the range of offerings to the Thailand Customers. Fiscal 2017 saw the launch of Super Ace Mint in Q2 of Fiscal 2017 and Ultra Trucks in later part of the year. Initial response for Ultra Truck was encouraging. During the year, TMTL exported 317 vehicles to Malaysia against specific order from PoS Malaysia. TMTL is exploring similar opportunities in other parts of South East Asia and neighbouring continents.

Tata Motors (SA) (Pty) Limited

Tata Motors (SA) (Pty) Ltd (TMSA) sold 697 chassis in the South African market in Fiscal 2017 compared to 765 chassis in Fiscal 2016 and exported 6 chassis to Mozambique during Fiscal 2017. TMSA is in the process of introducing a new range of Ultra truck and few more new models of Prima in South Africa and is exploring options to export vehicles to other African countries.

Tata Motors Finance Limited

Tata Motors Finance Limited (TMFL) is the vehicle financing arm under the brand “Tata Motors Finance.”

TMFL’s total disbursements (including refinance) increased by 3.5% at Rs.9,298 crores in Fiscal 2017 as compared to Rs.8,985 crores in Fiscal 2016. TMFL financed a total 1,18,883 vehicles reflecting an increase of 6.0% oveRs.1,12,114 vehicles financed in Fiscal 2016. Disbursements for commercial vehicles decreased by 4.8% and were at Rs.7,127 crores (77,898 units) as compared to Rs.7,485 crores (75,970 units) of Fiscal 2016 mainly due to lower disbursements in the M&HV segment. Disbursements of passenger vehicles increased by 14.3% to Rs.1,542 crores (34,126 units) from a level of Rs.1,350 crores (33,185 units). Disbursements achieved under refinance (through TMFSL, a 100% Subsidiary of TMFL) were at Rs.628 crores (6,859 vehicles) as compared to Rs.150 crores (2,959 vehicles) during Fiscal 2016.

TMFL has increased its reach by opening limited services branches (called Spoke and Collections branches) exclusively in TieRs.2 & 3 towns, which has helped in reducing the turn around time to improve customer satisfaction. TMFL had 261 branches at the end of Fiscal 2017. The book size of TMFL’s corporate lending business, which includes providing finance to TML’s Dealers and Vendors, increased by 21.4% from Rs.947 crores in Fiscal 2016 to Rs.1,150 crores in Fiscal 2017. As a part of restructuring and consolidation of financial services, the Scheme of Arrangement between TMFL and Sheba Properties Limited (Sheba), wholly owned subsidiary of TMFL, became effective on May 9, 2017. Based on the restructuring plan, TMFL has transferred its New Vehicle Finance (NVF) business to Sheba on January 31, 2017 (appointed date for transfer of assets of NVF Business).

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial position of the Company subsequent to the close of the Fiscal 2017 till the date of this Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities and commitments in the Notes forming part of the Financial Statements.

RISK MANAGEMENT

The Risk Management Committee (RMC) comprising of four Independent Directors, has been entrusted with responsibility to assist the Board in (a) overseeing the Company’s risk management process and controls, risk tolerance and capital liquidity and funding (b) setting strategic plans and objectives for risk management and review of risk assessment of the Company (c) review the Company’s risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, market risk, product risk and reputational risk, as well as the guidelines, policies and processes for monitoring and mitigating such risks.

The Committee operates as per its Charter approved by the Board and within the broad guidelines laid down in it. The Company has a Risk Management Policy in accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (“SEBI Listing Regulations”). It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk. The Board takes responsibility for the overall process of risk management in the organisation. Through Enterprise Risk Management programme, business units and corporate functions address opportunities and the attendant risks through an institutionalized approach aligned to the Company’s objectives. This is facilitated by internal audit. The business risk is managed through cross functional involvement and communication across businesses. The results of the risk assessment are thoroughly discussed with the Senior Management before being presented to RMC.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

Details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

HUMAN RESOURCES

The Tata Motors Group employed 79,558 permanent employees (Fiscal 2016: 76,598 employees) as of Fiscal 2017 and the Company employed 26,035 permanent employees (Fiscal 2016: 26,569 employees) as of Fiscal 2017. The Tata Motors Group has generally enjoyed cordial relations with its employees and workers.

The Company has labour unions for operative / worker grade employees at all the plants across India, except the Dharwad Plant. The labour union at Sanand Plant has recently been registered and the first settlement is yet to be done. The Company has generally enjoyed cordial relations with its employees and unions at its factories and offices and has received union support in the Company’s implementation of reforms that impact safety, quality, cost erosion and productivity improvements across all locations. Employee wages are being paid in accordance with wage agreements that have varying terms (typically three to four years) at different locations. With an objective of improving Organizational Effectiveness, the Company decided to undertake a structure change exercise with key guiding principles of Empowerment to the Business Units with clear accountability for business results, strong functional leadership and oversight for an effective maker-checker concept, improved and speedier decision making, agility and quick responsiveness to market, and strong cross functional alignment to drive quick issue resolution. A new product line organization has been created with complete Profit & Loss responsibility.

Organisational restructuring has delayered the organization to 5 managerial levels below ExCom. This has made the organization lean and agile. The Company has also rationalized span of control of key roles, providing scope for career development and have significantly increased customer facing roles in both the BUs to enhance customer centricity in the organization. Transactional roles have been identified across functions for transition to shared services, and therefore focus on core activities.

Volumetric study has been performed to identify optimum manpower at each level, bringing the organizational spread closer to global standards. This, combined with the Job Evaluation exercise and Management Audit helped in establishing clear job descriptions for each role and identifying the right talent for the roles.

The Executive Committee conducted a thorough assessment of potential candidates for the top 2/3 levels in the organisation. The assessment results were used for placement of the candidates, which was followed up with ‘on boarding’ workshops and Astronaut Trainings to prepare the management teams for the new responsibilities.

In order to create a mind-set free of job titles and hierarchy, the concept of designations has been abolished and individuals will carry the title of their functional role. After market benchmarking, revised Compensation & Policies have been rolled-out. The new terms and conditions of employment has been shared with the employees through individual letters by respective managers.

For a smooth transition, a transition team has been developed to lead the change management process, supported by continuous communications from the leadership team.

Prevention Of Sexual Harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company’s office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

During the Fiscal 2017, the Company had received four complaints on sexual harassments, which have been substantiated and appropriate actions were taken. The Company organized 137 workshops and awareness program against sexual harassment. There were no complaints pending for more than 90 days during the year.

Similar initiatives on Prevention of Sexual Harassment are in place across the Tata Motors Group of companies.

Safety & Health - Performance & Initiatives

The Company is committed to provide a safe and healthy working environment for its employees and associates to ensure a high degree of safety norms. The Company continously strives to perform beyond compliance whilst positively influencing its value chain members to improve their safety standards. There is an increased focus on areas like training and awareness, safety observations, audits etc. to drive a positive safety culture.

The Company’s India operation, whilst achieved improved performance with Total Recordable Case Frequency Rate (TRCFR) being 1.84 against the target of 1.96 for the Fiscal 2017, the overall Safety Performance improved but recorded four fatalities during the year, of which three were road related.

Manufacturing Plants across the country are certified to ISO 14001 - Environment Management Systems and OHSAS 18001 -Occupational Health & Safety Management System, along-with Warehouses Safety Infrastructure upgraded and certification of OHSAS 18001 for a warehouse was also accomplished during Fiscal 2017. All the Company’s Manufacturing Plants across India are certified to ISO 50001 - Energy Management System too. The Company has undertaken several initiatives for resource conservation such as re-cycling of treated effluents back to process, energy, material recovery and co-processing from hazardous wastes through cradle to grave waste management principles and rainwater harvesting. Manufacturing plants also generate in-house renewable power and source off-site green power where available. Except Sanand, all the Company’s sites are certified for GreenCo.

The Company places equal emphasis on safety processes, behavioral safety and strive to create a positive safety culture towards achieving the ultimate goal of ‘zero injury’. Safety is a primary focus area in daily management and safety parameters are part of the scorecard for Senior Leaders. In same lieu ‘SAFE20 - 20 minutes for Safety,’ the company’s initiative on engagement in Safety. Sessions on Road Safety were conducted at 9 offices across India engaging tunes of 1,000 employees along with mentoring of Flexi Work Force under “MY BUDDY” program by Permanent Blue Collar Work force / Group leaders.

In line with Safety and Health Policy, to enhance safety standards of its business partners, Company engaged its upstream and downstream supply chain in the safety journey. The objective of such engagement is to raise the safety standards at Suppliers and Dealer workshops. In addition to existing 16 safety standards, new standards / guidelines like Cell Phone Policy, CCTV Policy, Lone Working Standard, Industrial Hygiene Standard, Engineering Standards, Vehicle Usage & Replacement Guidelines were developed and rolled out to raise the level of safety.

The Company continued Campaign ‘i-drive safe’ - an initiative on building a safe driving culture amongst its employee and associates and have trained them in defensive driving. In excess of 19,103 employees and associates till date have been trained under this campaign, initiated few years ago. ‘My Road My Discipline’ a Road Safety Week campaign during January 11 to 17 included Road Safety Celebrations conducted in all location including all plants, offices, dealerships, warehouses, vendors and social awareness messages were aired on FM on road safety in Indian 8 cities.

‘senSHEtize’- A Company’s initiative on Women’s Safety Awareness: 950 women employees were trained with focus on Women’s Safety and Self-defense in 14 session across offices & plants.

Jagruti - Safety Awareness Building Campaign for Workshop Managers is a year-long campaign focused on building awareness on safety and understanding of the Company’s expectations on Dealers Workshop Safety. This programme is in collaboration with the Company, Castrol and training partner ICECD. Jagruti Safety Awareness campaign was initiated done for channel partners-PV & CV dealers covering around 1,800 workshop pan-India.

In health area, the Company under the ‘Health Plus because you matter!’ initiative engaged employees on various subject of health. Health & well-being of aging workforce remains a prime concern. Various health programs across all locations with emphasis on contract employees- eye checkup of drivers, stress management, mailers, etc. have been conducted under this initiative.

For Food Safety, Pune Plant was accredited with HACCP Certification (ISO 22001) and rest of the plants shall be implementing in a phased manner.

In accordance with the Company’s stand on protecting the planet, the Company took a number of initiatives to reduce its Green House Gases footprint by 3% over Fiscal 2016. Similarly, in the Company’s quest to go on renewable energy the Company used 75 million units of renewable electricity in its operations, which is close to 17% of its requirement. On the Company’s journey to ZWTL (Zero Waste To Landfill), it reduced hazardous waste to landfill / incineration by approx. 30% over Fiscal 2016.

On Sustainability, supply chain sustainability was one of the major initiatives undertaken. 50 suppliers have been trained and assessed to sustainability expectations. Handholding of those suppliers is being done to improve the sustainability performance.

Circular economy, natural capital evaluation of key dependencies, design for environment, biodiversity assessment, life cycle assessment of products, climate adaptation study were some of the other initiatives the Company has taken in sustaining its business and planet.

JLR, the Company’s subsidiary continues to drive health and safety through Destination Zero - A Journey to Zero Harm.

The Company’s commitment is reflected in the JLR commitment ‘Blueprint for Lasting Success’ with the key statement being “Our most valuable asset is our people, nothing is more important than their safety and well-being. Our co-workers and families rely on this commitment. There can be no compromise”. Activities to deploy this ambition, promote awareness with each one of at JLR, encouraged to understand and take responsibility for its own and fellow colleague’s safety and well-being. Various Zero Harm programs, publications and events have contributed to improved performance in Fiscal 2017 and additionally each functional area has built their own plan of activities to lead improved safety and well-being within their own area of responsibility. Lost Time Case performance has continued an improving trend with an overall business improvement of around 6% Y-O-Y, against a backdrop of continued growth and increased volumes and headcount. A notable improvement was seen in manufacturing locations with oveRs.20% improvement against last Fiscal performance. Many of the sites celebrated zero lost time accidents.

The business has gone through OHSAS 18001 - recertification in Fiscal 2017, with all the UK locations accredited to this standard through a series of external assessments. Further locations have now been added to the assessment portfolio. The business has also maintained the internal safety assessment process SHARP (Safety and Health Assessment Review Process) within its manufacturing locations and has now extended a version into non-manufacturing locations. JLR also continues to mature its approach to well-being activities with a number of targeted events over the past year and specific well-being focus and topics planned for the coming year.

TMSA sustained good performance in areas of Safety and Health during Fiscal 2017. In June 2016, TMSA successfully cleared audit inspection for Occupational Hygiene against the requirements of the OHSAS.

TDCV Korea achieved an improvement in Safety Index to 0.91 from 1.33 in Fiscal 2017.

TMTL, Thailand continued leadership commitment and engagement with focus in areas safety communication, risk assessment, improving capabilities of employees for emergency situations.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report (BRR) initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report and also hosted on the Company’s website www.tatamotors.com.

FINANCE

During the year, the free cash flows for Tata Motors Group were ‘(268) crores, post spend on capex, design and development of Rs.30,467crores. Tata Motors Group’s borrowing as at March 31, 2017, stood at Rs.78,604 crores (as at March 31, 2016: Rs.69,360 crores). Cash and bank balances and investments in mutual funds stood at Rs.51,119 crores (as at March 31, 2016: Rs.49,693 crores). The consolidated net automotive debt to equity ratio stood at 0.15 as at March 31, 2017, as compared to (0.01) as at March 31, 2016.

The cash flows from operations were positive Rs.1,381 crores for standalone operations (including joint operations) of the Company. Spend on capex, design and development was Rs.3,427 (net). The borrowings of the Company (including joint operations) as at March 31, 2017 stood at Rs.19,574 crores (as at March 31, 2016: Rs.16,473 crores). Cash and bank balances including mutual funds stood at Rs.2,687 crores (as at March 31, 2016: Rs.2,534 crores).

The Company, in February 2017 prepaid Rs.300 crores of its Unsecured 8.60% NCD due in 2018. During the year the Company raised Rs.2,700 crores of funds through Unsecured NCDs.

At JLR, post spend on capex, design and development of GB£3,065 million (Rs.26,869 crores), the free cash flows were GB£295 million (Rs.2,586 crores) for Fiscal 2017. The borrowings of JLR as at March 31, 2017, stood at GB£3,581 million (Rs.28,977 crores) [previous year: GB£2,500 million (Rs.23,863 crores)]. Cash and financial deposits stood at GB£5,487 million (Rs.44,400 crores) [previous year: GB£4,651 million (Rs.44,395 crores)]. Additionally, JLR has undrawn committed long term bank lines of GB£1,870 million (JLR data as per IFRS).

During the Fiscal, JLR issued a €650 million bond maturing in 2024 paying an annual coupon of 2.200%. Subsequently, JLR issued a GB£300 million bond maturing in 2021 paying an annual coupon of 2.750%.

During the Fiscal, TMFL has neither raised any borrowings by way of unsecured, subordinated perpetual non-convertible debentures towards TieRs.1 and TieRs.2 Capital nor by way of an issue of unsecured, subordinated non-convertible debentures towards TieRs.2 Capital. Tata Motors Group has undertaken and will continue to implement suitable steps for raising long term resources to match fund requirements and to optimise its loan maturity profile.

During the year, the Company’s rating for foreign currency borrowings was upgraded to “Ba1”/Stable by Moody’s and to “BB ”/ Stable by Standard & Poor’s. For borrowings in the local currency, the ratings was retained by CRISIL at “AA” with a change in outlook to Positive and by ICRA at “AA” with a change in outlook to Positive. The NonConvertible Debentures and Long Term Bank facilities i.e. (Buyers Credit) rating by CARE was retained at “AA ”. During the year, JLR’s rating was upgraded by Moody’s at “Ba1”/Positive and was upgraded by Standard & Poor’s at “BB ”. For TMFL, CRISIL has maintained its rating on long-term debt instruments and bank facilities to CRISIL “AA/A1 ”/with a change in outlook to Positive for long term. ICRA has also maintained its rating at “AA/A1 ” with a change in outlook to Positive for long term. CARE has given rating of”AA ” on long-term debt instruments with a Stable outlook.

FIXED DEPOSITS

The Company has not accepted any public deposits during Fiscal 2017. There were no over dues on account of principal or interest on public deposits other than the unclaimed deposits as at the end of Fiscal 2017.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the details forming part of the extract of the Annual Return in Form MGT 9 is annexed as Annexure - 1.

INFORMATION TECHNOLOGY AND DIGITAL PRODUCT DEVELOPMENT INITIATIVES

Information Technology Initiatives

The Company has been a pioneer in adopting Information Technologies to enable business processes and deploying efficient & secure information technology. The Company has been working towards implementing the components of its IT roadmap to create a digital ready organization. The Company leverages its strong partnerships with product and services companies to harness the potential of Information Technology towards competitive advantage. The major highlights from IT at the Company are:

Major technology upgrades undertaken in the ERP, CRM, analytics systems to make the systems current and leverage new versions’ mobile friendly capabilities.

- Enabling World Class Quality initiative of the Company through extending the implementation of Manufacturing Execution System.

- Completed multiple Proof of Concepts in the area of internet of things for smart manufacturing.

Digital initiatives like mobile backend and smart e-guru mobile app along with digital product demonstration capabilities for dealer’s sales force for effective lead generation.

- Focus on Supplier Relationship Transformation (SRT) through implementation of supplier systems and inauguration of SRT training centre.

- Continued greater collaboration with subsidiaries leveraging IT leadership in the Company.

- Strengthening information security through multiple initiatives such as Network Access Control and preparation for IS027000 framework.

With the readiness of the Company’s systems on the digital front, it is entering an exciting phase of transformation using cutting edge technology to provide customer centric products and services.

Digital Product Development Systems Initiatives

The Company, in its constant endeavor to improve processes in product design and manufacturing planning domain, has implemented various new processes and improved existing manual process by converting them to digital.

Direct business benefits, in terms of reduction in time, effort, cost and improved control, quality were achieved through various initiatives, some of which are listed below:

- 30 new knowledge based engineering applications designed and implemented across various product design and safety domains. They were integrated with various tools such as tyre life enhancement for heavy commercial vehicles, exterior trims safety for passenger vehicles, ensuring its validation in virtual environment, thereby reducing the number of physical prototypes.

- Specific Mobility Application developed to enable value based selling at CV dealerships and were deployed at 10 locations across India.

- Product Lifecycle Management (PLM) System Infrastructure was refreshed at Pantnagar and Lucknow locations.

- New innovative Visual Analytics and Reporting framework for applications was deployed for PLM based data and 4 specific applications were implemented for product development teams.

- Augmentation of High Performance Computing (HPC) Infrastructure to execute and deliver faster simulation results for product development (productivity improvement). This enabled more design optimization studies during concept and product development phase (capacity enhancement), thus reducing dependence on costly proto-parts & physical testing.

- 16 customized automation tools provided into CAE domain to increase CAE pre-post processing productivity for durability, crash, CFD and NVH functions.

- In the digital manufacturing domain, MOST (Maynard Operations Sequence Technique) was implemented on the shop floor at various manufacturing locations.

Subsidiaries Jaguar Land Rover:

JLR continue to develop the use of the latest Product Lifecycle Management (PLM) technologies to ensure JLR remains at the cutting edge of engineering and drive efficiencies into the process. The application of leading visualisation and systems engineering technologies enable full engagement in the product creation process, all with the aim of producing cars and SUVs that the customers will love for life.

Tata Daewoo Commercial Vehicle:

TDCV continued the focus on quality and agility in its digital product creation processes. PLM software system was upgraded to a higher version giving enhanced features. The PLM processes were also improved, considering various business requirements and scenarios.

Tata Technologies Limited (TTL):

TTL has invested in new technologies and practices both on software and hardware front with strong focus on its business goals and customer requirements. The digital tools and systems continue to be enhanced and upgraded as per customer needs. It continued its new technology evaluation process to support the delivery teams with effective and optimal hardware systems.

TTL invested to enhance the capacity of the High Performance Computing setup to address growing needs of simulation by augmenting its processing power with latest hardware. It extended the Virtual Desktop Infrastructure setup to support few delivery teams to provide them with scalable infrastructure that caters to their requirements on multiple operating environments and also provide them with flexible and controlled access to it from anywhere. TTL leveraged the high performance and high availability computing for enterprise applications and has invested in latest technologies for data center upgrade.

Tata Motors European Technical Centre (TMETC):

TMETC continued the use of best in class hardware and software systems to enhance quality and agility in its product conceptualization, design and virtual validation domain. Knowledge Based Engineering Applications were implemented in the engineering and design areas.

TECHNOLOGY AND ENVIRONMENT FRIENDLY INITIATIVES:

The Company is aiming towards meeting upcoming emission regulations by multifaceted approach of adapting cleaner technologies for internal combustion engines and by working on new technologies in the domains of xEVs, Hybrids and Fuel Cell. The Company intends to reduce the emissions from vehicles through various power train as well as vehicle level measures. Some of the key initiatives in this direction are mentioned below:

- Fuel efficiency improvement in diesel SCVs by implementation of fuel control unit based FIE system on twin cylinder turbo diesel engine.

- Better emission control for SCVs having two cylinder NA common rail BS-IV engine.

- Multi operation mode (economy & normal torque mode) for better fuel economy & drive ability on commercial vehicles fueled with CNG.

- Fuel efficiency improvement in diesel passenger car by engine downsizing (30% engine displacement reduction), friction reduction in piston ring pack and implementing multiple drive modes.

- Various full electric vehicles ranging from SCV to 12m buses are being developed to address last mile transport and passenger commute in ecologically sensitive areas.

Series hybrid bus with New Gen 5L BS-IV diesel engine developed and serialized; the vehicle has substantially superior fuel economy over baseline diesel vehicle.

- The fleet of Fuel Cell bus for demonstration is being built, and two fuel cell buses are under testing.

CONSOLIDATED FINANCIAL STATEMENT

The Company announces its Consolidated Financial Statement on a quarterly basis. As required under the SEBI Listing Regulations, the Consolidated Financial Statement of the Company and its subsidiaries, prepared in accordance with Ind AS 110 issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the Consolidated Financial Statement of the Company. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statement of the subsidiary companies is attached to the financial statement in Form AOC-1. The Company will make available the said financial statements and related detailed information of the subsidiary companies upon the request by any member of the Company or its subsidiary companies. These financial statement will also be kept open for inspection by any member at the Registered Office of the Company and the subsidiary companies.

Pursuant to the provisions of section 136 of the Act, the financial statement of the Company, Consolidated Financial Statement along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has 78 subsidiaries (14 direct and 64 indirect) as at March 31, 2017, as disclosed in the accounts.

During the year, the following changes have taken place in subsidiary companies:

Subsidiary companies formed/acquired:

- Jaguar Land Rover Colombia S.A.S was incorporated with effect from August 22, 2016

- In Motion Ventures 1 Limited was incorporated with effect from October25, 2016

- In Motion Ventures 2 Limited was incorporated with effect from October25, 2016

- In Motion Ventures 3 Limited was incorporated with effect from October25, 2016

Companies ceasing to be subsidiary companies / ceased operations:

- JDHT Limited dissolved with effect from December.27, 2016

- Silkplan Limited dissolved with effect from January 17, 2017

- Tata Technologies (Canada) Inc. dissolved with effect from December.13, 2016

Name changes

- Jaguar Land Rover Automotive Trading (Shanghai) Company Limited was renamed as Jaguar Land Rover (China) Investment Co. Limited with effect from November1, 2016

- Cambric Manufacturing Technologies (Shanghai) Company Limited was renamed Tata Manufacturing Technologies (Shanghai) Limited with effect from February 22, 2017

Re-structuring

The Scheme of Arrangement between Tata Motors Finance Limited and Sheba Properties Limited, subsidiaries of the Company, was approved by the Hon’ble National Company Law Tribunal effective from May 9, 2017. Besides the above, JLR continued to integrate / restructure legal entities for manufacturing and for exporting globally as combined brand legal entities. Other than the above, there has been no material change in the nature of the business of the subsidiary companies.

Associate Companies

As at March 31, 2017, the Company has 8 associate companies and 7 joint ventures. One of these joint ventures has 14 wholly owned subsidiaries and details of the same are disclosed in the accounts. The Company has adopted a Policy for determining Material Subsidiaries in line with Regulation 16 of the SEBI Listing Regulations. The Policy, as approved by the Board, is uploaded on the Company’s website (URL: www.tatamotors.com/investors/pdf/material.pdf).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure - 2.

CORPORATE GOVERNANCE

At the Company we constantly strive to evolve and follow up on the Corporate Governance guidelines and best practices. Our purpose has always been transparency, long term shareholder value and respect to the minority shareholders. The Company discloses timely and accurate information regarding its operations and performance.

During the second half of the year under review the Company witnessed leadership change at Tata Sons (our promoter). During this period there were allegations made regarding the ethics and governance of the Company. Clarifications were also sought by the Regulators with respect to certain business decisions and governance processes. The Company would like to categorically deny the references and would like to impress upon you that it has robust systems and processes in place to ensure compliance to all regulatory requirements. The Company’s Board exercises its independence both in letter and in spirt. The Directors have always acted in the best interest of the Company and will continue to do so.

The Board closely monitored the events during this period and allegations made. The Audit Committee of the Board reviewed all the issues that were brought up including correspondence between the Regulators and the Company on the issues raised in the representations made by Mr Cyrus P Mistry and Mr Nusli Wadia in terms of Section 169 of the Act and allegations made in this regard in the proceedings before the National Company Law Tribunal initiated against our Promoter. The Company has filed responses to the Regulators denying all such allegations. In such responses, the Company has reiterated that the Company is in compliance of the governance processes and requirements in all such cases. The Committee reviewed the various compliances and disclosures and the rigour applied when strategic decisions were taken and the detailed responses to the Regulators by the Company denying such allegations. After due deliberations with relevant officials and review of relevant documents and on the basis of a detailed review of these by a reputed independent Legal Counsel, the Committee expressed its confirmation of the responses by the Company to the Regulators. It follows that the aforesaid allegations against your Company and its governance were incorrect and such statements were made without exercising proper care.

A separate section on Corporate Governance and the certificate from the Practicing Company Secretary confirming compliance of Corporate Governance norms as stipulated in Regulation 34 read along with Schedule V of the SEBI Listing Regulations, giving information pertaining to the Board, Committee of the Board and other details of relevance forms part of this Report.

DIRECTORS

Appointment

The Company has, on the recommendation of Nomination & Remuneration Committee (NRC) and in accordance with provisions of the Act and SEBI Listing Regulations, appointed Mr Natarajan Chandrasekaran (DIN: 00121863) as Additional Director and Chairman of the Board with effect from January 17, 2017 and Mr Om Prakash Bhatt (DIN: 00548091) was appointed as Additional and Independent Director, for a tenure of 5 years on May 9, 2017, subject to approval of Members at the forth coming Annual General Meeting (AGM) of the Company. They shall hold office as Additional Directors upto the date of the AGM and are eligible for appointment as Directors.

As reported in the previous year, Mr Guenter Butschek was appointed as Chief Executive Officer and Managing Director of the Company for a term of 5 years w.e.f. February 15, 2016. The Members have vide Special Resolution passed at the AGM held on August 9, 2016 approved of the said appointment and payment of minimum remuneration in case of inadequacy of profits or no profits in any financial year. An application to the Central Government has been filed by the Company and the approval is awaited.

Re-appointment

In accordance with provisions of the Act and the Articles of Association of the Company, Dr Ralf Speth (DIN: 03318908) is liable to retire by rotation and is eligible for re-appointment.

The disclosures required pursuant to Regulation 36 of SEBI Listing Regulations are given in the Notice of the AGM, forming part of the Annual Report and disclosure pursuant to Schedule V, Part II, proviso of Section II B(iv)IV of the Act and Schedule V of the SEBI Listing Regulations is disclosed in the Corporate Governance Report, forming part of the Annual Report.

Attention of the Members is invited to the relevant item in the Notice of the AGM and the Explanatory Statement thereto.

Cessation

Mr Cyrus P Mistry, Non-Executive Director and Chairman, (DIN: 00010178) (resigned with effect from December.19, 2016. Based on the requisition of Tata Sons Limited, the shareholders at the Extraordinary General Meeting of the Company held on December.22, 2016 voted in favour of removal of Mr N N Wadia as an Independent Director (DIN: 00015731) Mr Wadia ceased to be a Director of the Company with effect from December.22, 2016.

Mr Subodh Bhargava, Independent Director, (DIN: 00035672) retired on March 29, 2017 on attaining the age of 75 years, in accordance with Governance Guidelines on Board Effectiveness.

The Board places on record their appreciation for the contribution of these Directors during their tenure.

Independent Directors

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMPs) of the Company during Fiscal 2017 are:

- Mr Guenter Butschek, Chief Executive Officer and Managing Director

- Mr Ravindra Pisharody, Executive Director (Commercial Vehicles)

- Mr Satish Borwankar, Executive Director (Quality)

- Mr C Ramakrishnan, Group Chief Financial Officer

- Mr Hoshang Sethna, Company Secretary

During the year, there was no change in the KMPs of the Company. GOVERNANCE GUIDELINES

During the year under review, the Company adhered to the Governance Guidelines on Board Effectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Director term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director’s appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-a-vis the required competencies, undertake a reference and due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of directors in terms of provisions of Section 178 (3) of the Act and Regulation 19 read along with Schedule II of SEBI Listing Regulations, which is annexed as Annexure - 3.

REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Regulation 19 of SEBI Listing Regulations, the same is annexed as Annexure - 4.

BOARD EVALUATION

The annual evaluation process of the Board of Directors (“Board”), Committees and individual Directors was carried out in the manner prescribed in the provisions of the Act, Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 5, 2017 and as per the Corporate Governance requirements prescribed by SEBI Listing Regulations.

The performance of the Board, Committees and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The “NRC” reviewed the performance of the individual Directors, a separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors; performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of Managing Director / Executive Directors and Non-Executive Directors. This was followed by a Board meeting that discussed the performance of the Board, its Committees and individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning, etc. The criteria for performance evaluation of Committees of the Board included aspects like composition and structure of the Committees, functioning of Committee meetings, contribution to decision of the Board, etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, integrity etc. In addition, the Chairman was also evaluated on the key aspects of his role.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of the Familiarisation Programme for Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company at (URL:www.tatamotors.com/investors/ pdf/familiarisation-programme-independent-directors.pdf).

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company’s website at (URL: www.tatamotors.com/ investors/pdf/whistle-blower-policy.pdf).

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure - 5.

The statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a seperate Annexure forming part of the Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. The said statement is also open for inspection at the Registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - 6 of this Report in the format prescribed in the Companies (CSR Policy) Rules, 2014. The Policy is available on Company’s web-site at (URL: www.tatamotors. com/investors/pdf/csr-policy-23july14.pdf).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The details of Loans, Guarantees or Investments made during Fiscal 2017 are given below:

Rs. in crores

Companies	Nature of Transaction	Loans	Investments
Tata Marcopolo Motors Limited	Inter-corporate deposits	10.00
Tata Motors European Technical Centre Plc	Investment in loans/ shares	34.39	139.08
Concorde Motors India Limited	Compulsory Convertible Debentures with a call option to TML		$

Notes:

$ Concorde Motors has issued CCD of Rs.78 crores to TMFL. The call option is available with the Company to acquire the CCDs from TMFL.

- During Fiscal 2017, the Company has given no Guarantee to any of its subsidiaries, joint ventures and associate companies

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the year with related parties were on an arms’ length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. The prior approval of the Audit Committee was sought for all related party transactions. The Company has adopted a Policy on Related Party Transactions which even provides for the parameters to grant Omnibus Approval(s) by the Audit Committee and is available on the website at (URL:www.tatamotors.com/investors/pdf/rpt-policy.pdf). A statement on related party transactions specifying the details of the transactions, pursuant to each omnibus approval granted, have been placed on a quarterly basis for review by the Audit Committee.

During the Fiscal 2017, there have been no related party transactions of the Company with its Directors and Key Managerial Personnel or their relatives, its holding, subsidiary or associate companies as prescribed under Section 188 of the Act and SEBI Listing Regulations. Also there are no material transactions with any related party that are required to be disclosed under Form AOC-2.

AUDIT

Statutory Audit

In the 69th Annual General Meeting held on July 31, 2014, M/s. Deloitte Haskins & Sells LLP, (DHS), Chartered Accountants (ICAI Firm Registration No. 117366W/W-100018) was re-appointed as Statutory Auditors of the Company for a tenure of 3 year, subject to ratification of their appointment by Members at every subsequent AGM. DHS tenure of 3 year as Statutory Auditors concludes at this ensuing AGM.

The report of the Statutory Auditors is enclosed to this Report and contains no qualification, reservation or adverse remark. The observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments.

The Board of Director of the Company has on the recommendation of the Audit Committee and a per Section 139 of the Act it is proposed to appoint M/s B S R & Co. LLP, Chartered Accountants (B S R LLP) (ICAI Firm No. 101248W/W - 100022) for a tenure of 5 year, to hold office from the conclusion of the ensuing AGM till the conclusion of the 78th AGM of the Company to be held in the yeaRs.2022, subject to ratification of their appointment at every subsequent AGM, at such remuneration as approved by the Members at this AGM. Further, B S R LLP have under Section 139(1) of the Act and the Rules framed thereunder, furnished a certificate of their eligibility and consent for appointment.

The Board commend to seek consent of its Members on appointment of BSR LLP as Statutory Auditors for tenure of 5 year, to examine and audit the accounts of the Company during the said period.

Cost Audit

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in Practice. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s Mani & Co., a firm of Cost Accountants in Practice (Registration No.000004) as the Cost Auditors of the Company to conduct cost audits pertaining to relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2018. The Board of Director on recommendation of the Audit Committee approved remuneration of Rs.5 lakhs plus out of pocket expenses, subject to ratification of their remuneration by the Members at the forthcoming AGM.

M/s Mani & Co. have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

M/s Mani & Co., have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years under the provisions of the erstwhile Companies Act, 1956.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors on recommendation of the Audit Committee appointed M/s Parikh & Associates, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the year ended March 31, 2017. The Report of the Secretarial Audit is annexed herewith as Annexure- 7.

The Board provides clarification on Auditor’s observation(s) contained in the Report:

a) the Company has provided adequate responses on queries / observations raised by the Central Government and their approval is awaited.

b) As at March 31, 2017, NRC had recommended to the Board appointment of Mr Om Prakash Bhatt, as Additional and Independent Director. The Board considered the recommendation of NRC and appointed Mr O P Bhatt as Additional and Independent Director on May 9, 2017.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, external agencies and secretarial auditors, including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during Fiscal 2017.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

(b) they have, selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively*; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

*please refer to the Section “Internal Control Systems and their Adequacy in the Management Discussion and Analysis”

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all of the Company’s employees for their enormous personal efforts as well as their collective contribution to the Company’s performance. The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

On behalf of the Board of Directors

N CHANDRASEKARAN

Chairman

(DIN: 00121863)

Mumbai,

May 23, 2017

---

Mar 31, 2016

The Directors present their Seventy First Annual Report alongwith the Audited Statement of Accounts for Fiscal 2016.

FINANCIAL PERFORMANCE SUMMARY

(Rs. in crores)

Tata Motors Tata Motors Group

(Standalone) (Consolidated) Fiscal 2016 Fiscal 2015 Fiscal 2016 Fiscal 2015

FINANCIAL RESULTS

Gross Revenue 46,646.67 39,531.23 280,096.72 266,707.90

Net Revenue (excluding excise duty) 42,369.82 36,301.63 275,561.11 263,158.98

Total expenditure 39,629.67 37,101.64 235,324.45 221,045.16

Operating profit/ (loss) 2,740.15 (800.01) 40,236.66 42,113.82

Other Income 2,132.92 1,881.41 981.72 898.74

Profit before interest, depreciation, amortization, exceptional item and tax 4,873.07 1,081.40 41,218.38 43,012.56

Finance cost 1,481.11 1,611.68 4,623.35 4,86149

Cash profit/ (loss) 3,391.96 (530.28) 36,595.03 38,151.07

Depreciation, amortization and product development/ engineering expenses 2,878.36 3,040.69 20,494.61 16,263.80

Profit/(loss) for year before exceptional items and tax 513.60 (3,570.97) 16,100.42 21,887.27

Exceptional Items - loss (net) 363.21 403.75 2,119.55 184.71

Profit/(loss) before tax 150.39 (3,974.72) 13,980.87 21,702.56

Tax expenses/ (credit) (net) (83.84) 764.23 2,872.60 7,642.91

Profit/(loss) after tax 234.23 (4,738.95) 11,108.27 14,059.65

Share of minority interest and share of profit of associates (net) - - (84.52) (73.36)

Profit/(loss) for the year 234.23 (4,738.95) 11,023.75 13,986.29

APPROPRIATIONS

Profit/(loss) for the year 234.23 (4,738.95) 11,023.75 13,986.29

Add: Balance brought forward from previous year (3,667.96) 977.59 54,487.17 40,530.48

Amount available for appropriations (3,433.73) (3,761.36) 65,510.92 54,516.77

Less: appropriations /(transfer from/to)

General Reserve 3,506.73 - 3,483.73 (21.00)

Other Reserves - - (32.98) (39.52)

Dividend (including dividend distribution tax) (73.00) 93.40 (111.28) 30.92

Balance carried to Balance Sheet - (3,667.96) 68,850.39 54,487.17

DIVIDEND

Considering the Company''s financial performance, the Directors have recommended a dividend of Rs.0.20 per share (10%) on the capital of 2,887,203,602 Ordinary Shares of Rs.2/- each (Nil for last year) and r0.30 per share (15%) on the capital of 508,476,704 ''A''Ordinary Share of Rs.2/- each for Fiscal 2016 (Nil for last year) and the same will be paid on or after August 11, 2016. The said dividend, if approved by the Members, would involve a cash outflow of Rs.73 crores including dividend distribution tax (net of credit), resulting in a payout of 31.2% of standalone profits for Fiscal 2016 of the Company.

TRANSFER TO RESERVES

The profit for the Fiscal 2016 is Rs.234.23 crores. As the dividend has been declared from Reserves, a part of General Reserve has been adjusted against the accumulated loss in the Profit and Loss Account. Accordingly, the balance of Rs.3,506.73 crores is transferred from General Reserves to the Profit and Loss Account.

OPERATING RESULTS AND PROFITS

The global macroeconomic landscape in Fiscal 2016 was rough and uncertain and characterized by weak growth of world output. The situation has been compounded by; (i) declining prices of a number of commodities, with reduction in crude oil prices being the most visible of them, (ii) turbulent financial markets (specially the equity markets) and (iii) volatile exchange rates. Global growth remained moderate with uneven prospects across the major economies. The outlook for advanced economies is improving, while growth in emerging market and developing economies is projected to be lower, primarily reflecting weaker prospects for certain large emerging market economies alongside oil and raw material exporting economies. Oil prices have declined during Fiscal 2016 due to weaker than expected global activity and a weaker demand for oil. Exchange rate movements in recent months have been sizable, reflecting changes in expectations about growth and monetary policy across major economies. Long-term government bond yields have declined in major advanced economies, reflecting in part lower inflation expectations, the sharp decline in oil prices and weak domestic demand.

The US economy growth was stronger than with accompanying job growth, resulting in a decline in the unemployment rate. The Eurozone showed signs of economic improvement in 2015, with consumption supported by lower oil prices and higher net exports, driven by lower energy prices, a weaker Euro and a loose monetary policy by the European Central Bank. In Fiscal 2015, GDP in the UK slowed a little, but consumer spending growth remained relatively strong, partially due to lower oil prices. China recorded a pronounced deceleration in growth in Fiscal 2015, which suggests that China''s slowdown over the past few years shows little sign of abating. The GDP growth rate moderated to 6.9% for Fiscal 2015 and coincided, with growing debt and excess housing and factory capacity. Brazil''s economy sank into the deepest recession in recent history in 2015, amid low prices for key exports, soaring inflation and depressed confidence levels. Economic performance in Russia was impacted by the increase in geopolitical tensions, lower crude oil prices and economic sanctions.

However, India has registered a robust and steady pace of economic growth in Fiscal 2016 with GDP increased by 7.6%. Wholesale price inflation has been in negative territory for more than a year and the all important consumer prices inflation has declined to nearly half of what it was a few years ago. However, weak growth in advanced and emerging economies has taken its toll on India''s exports. As imports have also declined, principally on account of reduced prices of crude oil for which the country is heavily dependent on imports, trade and current account deficits continue to be moderate. Growth in agriculture has slackened due to two successive years of less than- normal monsoon rains. The rupee has depreciated vis-à-vis the US dollar, like most other currencies in the world, although less so in magnitude. At the same time, it has appreciated against a number of other major currencies.

The Tata Motors Group registered a growth of 5.0% in gross turnover to r280,097 crores in Fiscal 2016 as compared to r266,708 crores in Fiscal 2015. The consolidated revenue (net of excise) for Fiscal 2016 Rs.275,561 crores grew by 4.7% over last year on the back of strong growth in wholesale volumes across products of Jaguar Land Rover and complemented by strong M&HCV sales in India. The consolidated EBITDA margins for Fiscal 2016 stood at 14.6%. Consequently, Profit Before and After Tax were Rs.13,981 crores and Rs.11,024 crores respectively.

Tata Motors Limited recorded a gross turnover of Rs.46,647 crores, 18.0% higher from Rs.39,531 crores in the previous year. Tailwinds from improving macros - softening interest rates, lower fuel cost and inflation, steady replacement demand from large fleet operators has supported sales growth in M&HCV resulting in significant improvement in EBITDA margins to 6.5% in Fiscal 2016 as against negative 2.2% in Fiscal 2015. Profit Before and After Tax for Fiscal 2016 was at r150 crores and Rs.234 crores respectively, as compared to Loss Before and After Tax of Rs.3,975 crores and Rs.4,739 crores, respectively for last Fiscal.

Jaguar Land Rover (JLR) (as per IFRS) recorded revenue of GB£22,208 million (Rs.219,019 crores) for Fiscal 2016, up 1.6% from the £21,866 million (Rs.215,646 crores) in the last Fiscal Year, primarily reflecting the successful introduction of new products.

Consolidated EBITDA for Fiscal 2016 was strong at GB£3,147 million (Rs.31,036 crores) but down compared to Fiscal 2015 of GB£4,132 million (Rs.40,750 crores), primarily driven by softer market and model mix and as well as one-time reserves and charges of GB£166 million (Rs.1,637 crores) including the US recall of potentially faulty passenger airbags supplied by Takata, doubtful debts and previously capitalised investment.

Profit Before Tax (PBT) in Fiscal 2016 was GB£1,557 million (Rs.15,355 crores) down by GB£1,057 million compared to the record PBT of GB£2,614 million (Rs.25,780 crores) in Fiscal 2015 primarily reflecting the lower EBITDA, higher depreciation and amortisation and the net exceptional charge of GB£157 million (Rs.1,638 crores) related to vehicles damaged or destroyed in the Tianjin port explosion in August 2015, partially off set by favourable revaluation of US Dollar debt and unrealised FX and commodity hedges as well as profits earned in the China Joint Venture.

Tata Motors Finance Limited (TMFL) (consolidated) the Company''s captive financing subsidiary, registered a growth in revenues by 8.0% to Rs.2,968 crores (previous year: r2,743 crores) and reported a Profi t After Tax of r267 crores in Fiscal 2016, as compared to Loss after Tax of r611 crores in Fiscal 2015. TMFL''s concerted eff orts on collection and NPA management strategy has helped to reduce credit losses and gross non-performing assets during Fiscal 2016.

Tata Daewoo Commercial Vehicle Company Limited (TDCV) (as per Korean GAAP) South Korea registered revenues of KRW 880 billion (r5,096 crores), a decline of 11% over the previous year mainly due to lower export sales partially off set by increase in domestic sales. The Profit after tax was KRW 46 billion (Rs.264 crores) compared to KRW 54 billion (Rs.304 crores) of previous year which included one-time reversal of provisions pertaining to ordinary wage lawsuit KRW 24 billion (Rs.136 crores). Better profitability of Euro 6 vehicles, better mix, favourable exchange realizations, continuous material cost reduction, various cost control and inventory initiatives helped in improving profits.

VEHICLE SALES AND MARKET SHARES

The Tata Motors Group sales for the year stood at 1,064,596 vehicles, up by 6.7% as compared to Fiscal 2015. Global sales of all Commercial Vehicles were 390,953 vehicles, while sales of Passenger Vehicles were at 673,643 vehicles.

TATA MOTORS

Tata Motors recorded sales of 511,931 vehicles, a growth of 1.5% over Fiscal 2015. The Indian Auto Industry, grew in Fiscal 2016 by 8%, resulting in the Company''s market share decreasing to 13.1% in Fiscal 2016 from 14.1% in the previous year. The Company''s exports on standalone basis grew by 16.3% to 58,058 vehicles in Fiscal 2016 as compared to 49,936 vehicles in Fiscal 2015.

Commercial Vehicles

Within the domestic market, the Company sold 326,755 Commercia Vehicles (CV), a growth of 2.8% from Fiscal 2015 driven by volume expansion across segments. While M&HCVs have been growing through the year, the LCV segment witnessed positive growth during the second half of the Fiscal 2016, both in goods and passenger carrier segment. M&HCV trucks continued strong growth, registering a 30.0% rise over last Fiscal Year and the Company has been able to retain a strong market share of 56% in this category.

Some of the highlights for the year were:

- Launched the new SIGNA range of M&HCV, at the SIAM Auto Expo 2016. Offered in various configurations, the SIGNA range of commercial vehicles is engineered and built to offer M&HCV buyers, a newly designed cabin, with proven Tata Motors aggregates, for a world-class trucking experience

- Launch of ACE Mega, the all-new Smart and Small Pick-up Truck with superior performance, enhanced looks, strong cabin with rated payload of 1Tonne, which offers the best-in-class fuel efficiency and lowest cost of ownership

- Achieved a new feat in the last mile public transport portfolio by reaching a remarkable sales mark of 3 Lakh Tata Magic, our most popular public transport vehicle

- Celebrated the 10th anniversary of the Tata Ace (launched in 2005) as the ''Decade of Trust''throughout the country

- The Company has been honoured with the ''Best Telematics Product or Launch in the Emerging Market''Award for its Telematics solution, based on the popular Android platform developed for the Tata Magic Iris Electric

- This year, the Company won 4 prestigious awards at the Apollo CV Awards:

- Cargo carrier of the year - Tata LPS 4923 School Bus of the year - Tata Cityride Skool Bus

- Special Application CV of the year - Tata MHC 2038

- CV dealer of the year - Bhandari Automotive (Tata Motors dealership).

Organized the Prima Truck Racing Championship Season 3, which drew in over 55,000 spectators. The highlight this year was the first ever race of Indian truck racing talent, trained and nurtured in India. The Company has conceptualized and introduced an Indian Driver Training and Selection program - "T1 Racer Program" to induct and mold Indian truck drivers as ''racers''

Participated in the SIAM Auto Expo 2016 and the following vehicles were showcased:

- SIGNA range of M&HCV Trucks

- Tata ULTRA 1518 Sleeper from the Ultra range with 15.7T GVW and furnished with a spacious cabin and a fully trimmed power steering, seating three, along with a bed, ensures a safe and comfortable working design for the driver

- ACE MEGA XL - Last mile cargo transport with a rated payload of 1Ton, 8-feet loading deck, with a top speed of 80 km/hr

- MAGIC IRIS ZIVA - gearless, clutchless with futuristic Hydrogen Fuel Cell technologies, for zero emissions

- ULTRA 1415 4X4 - A 4X4 rugged performer, with a snow plough and a hydraulic crane

- STARBUS HYBRID - World''s first commercially produced CNG Hybrid Bus, using Electric and CNG modes (BS IV compliant) as fuel

- ULTRA ELECTRIC - First full-electric bus from the Company, with zero emissions and noiseless operations.

- Participated in EXCON 2015 and showcased four new construction vehicles - Tata PRIMA 3138.K 32 CuM Coal Tipper, Tata PRIMA LX 2523.K RePTO, Tata PRIMA LX 3128.K 19 CuM Scoop HRT and Tata SAK 1613

- Tata Motors Loyalty Program (Tata Delight and Tata Emperor) was recognized by DMA Asia ECHO™ Awards and PMAA Dragons of Asia in December 2015

- Awarded contract for 1,239 indigenously developed 6X6 high mobility multi-axle vehicles, from the Indian Army which was recently followed up with a repeat order for 619 units

- Signed a contract to supply 25 Tata Starbus Diesel Series Hybrid Electric Bus with Full Low floor configuration, with the Mumbai Metropolitan Region Development Authority (MMRDA) - the single largest order awarded for Hybrid Electric vehicle technology.

Passenger Vehicles

The domestic passenger vehicle industry grew by 7.6% during Fiscal 2016. Correction in fuel prices and easing financing cost has resulted in lower operating cost, which should further aid domestic PV growth in near to medium term. During the year, the Company''s Passenger Vehicles sales were lower by 7.0% at 127,118 vehicles, registering a 4.6% market share. The Company sold 106,827 cars (lower by 3.8%) and 20,291 utility vehicles and vans (lower by 20.6%). The Company''s sales in the Utility Vehicle segment suffered as competitive activity intensified with multiple new launches mainly in the soft-roader category in this segment. The Company has taken various initiatives to improve its performance such as product refreshes/launch programs, operational efficiency dealer effectiveness, working capital management and restructuring customer facing functions.

Some of the highlights of this year''s performance were:

- Product Launches/Refreshes continued under the Horizonext Strategy

- GenX-Nano range was launched in May 2015, with latest technological advancements and design upgrade

- Safari Storme 400Nm was launched in November 2015, with high power/torque engine and new six speed manual gearbox.

- The Made of Great Brand Campaign was launched to uplift the Tata Motors brand in conjunction with Lionel Messi

- Hexa SUV, Kite 5 compact sedan and Nexon compact SUV were displayed at Auto Expo 2016.

- As a part of the overall social responsibility, the Company had to postpone the launch of "Tiago", due to the change in name responding against the epidemic "Zika".

The above new/refreshed product launches were in-line with the Company''s objective of taking the brand to a higher level, while making it relevant for the younger buyer. The Company continued to focus on building brand strengths, refreshing products and enhancing sales and service experience.

Exports

The Company exported 58,058 vehicles (Fiscal 2015: 49,936 vehicles) comprising 54,052 units of Commercial Vehicles and 4,006 units of Passenger Vehicles during Fiscal 2016.

Export of Commercial Vehicles grew by 16.5% in Fiscal 2016 with 54,052 units exported compared to 46,416 in Fiscal 2015. The traditional markets of SAARC remained stronger than last year growing by 26% with Sri Lanka, Bangladesh and Nepal contributing to the growth. However, the mid-term duty change in Sri Lanka and the lockdown in Nepal impacted the growth momentum. However, the subsequent opening of border and easing of pent up demand led to record shipments to Nepal in Q4 of Fiscal 2016. Low crude oil prices, Middle East geo-political situation, currency devaluations and political strife cast a big shadow over our strong markets of Middle East and Africa this year. The Company was able to grow market share in the key markets of Sri Lanka, Kenya, Nepal, Ghana, Congo and Senegal. In Fiscal 2016, the Company successfully bagged and executed several prestigious orders including 450 units Xenon troop carriers for the Ministry of Defence Myanmar taking the total order count to 1,450 units; 87 units of Elanza school buses in Saudi Arabia; 50 units Prima 4,438 in Saudi Arabia; 44 units Ultra truck delivery to Pran RFL Bangladesh and more that 1,000 units Tata Saathi, an application on the ACE platform to Bangladesh. Some of the key events in Fiscal 2016 were the launch of Tata Prima in Kenya, Uganda and Bangladesh; Ultra Bus in Sri Lanka; Ultra trucks in Bangladesh; Elanza bus in UAE and Ace Express, Ace Mega in Sri Lanka and Nepal. The Company also opened Assembly units with 3rd party vendors in Tunisia and Vietnam. In Fiscal 2016, the Company achieved a key milestone of 1,000 Prima retails in export markets.

During the period Fiscal 2016, the Company''s exports of Passenger Vehicles at 4,006 units were 13.8% higher than in Fiscal 2015, mainly due to improved sales in key markets like Sri Lanka and South Africa. Aggressive efforts on the back of the launch of Nano GenX and retails of Indica Xeta gave us strong volume growth in Sri Lanka, whereas in South Africa sales were boosted by the launch of the Bolt (hatchback) and Zest (compact sedan).

In Nepal, the launch of Bolt has helped the Company to improve its share of the hatch segment whereas Zest helped to augment Company''s presence in the compact sedan segment and Sumo continues to be the Number One selling brand in UVs in Nepal. ndigo also found an increased acceptance in the commercia segment in Bangladesh, the Philippines and Uruguay.

JAGUAR LAND ROVER (JLR)

In Fiscal 2016, JLR continued to experience growth in all geographical markets, except China with total wholesale sales of 544,085 units, a growth of 15.6% as compared to Fiscal 2015. JLR total retail sales were up 12.8%, with Jaguar up 22.8% and Land Rover up 10.9%. Sales were higher in the majority of markets in Fiscal 2016 as retails in the UK increased by 23.8% year on year, North America by 27.1% and Europe by 42.0% whilst sales growth in other Overseas markets were broadly similar to last year. However, retail sales in China were down 16.4% primarily reflecting softer economic conditions in China at the beginning of the year, the timing of new product launches and the transition of production to our China Joint Venture.

Some of the highlights of this year were:

The new Jaguar XE went on general retail sale in May 2015

- The refreshed 16 Model Year Range Rover Evoque went on sale in August 2015

- Launch of the all new lightweight Jaguar XF went on sale in September 2015

- Production of the Land Rover Discovery Sport commenced at the China Joint Venture and went on sale locally in November 2015

- Launch of the refreshed 16 Model Year Jaguar XJ went on sale in December 2015

- Jaguar''s all new luxury performance SUV was revealed to the public and went on sale at the end of the year

- Very own 4 cylinder diesel engine produced at the Engine Manufacturing Centre in Wolverhampton in the UK was first introduced into the Jaguar XE and is now available in some of other vehicles such as the Jaguar XF, Range Rover Evoque and Land Rover Discovery Sport

- Announced an additional GB£450 million investment in the Engine Manufacturing Centre in Wolverhampton to double capacity bringing total investment to almost GB£1 billion

- Announcement that an investment agreement has been signed to build a manufacturing plant in the city of Nitra in Slovakia with annual capacity of 150,000 units with production commencing in Fiscal 2018. The initial investment will be GB£1 billion with the option to invest a further GB£500 million to double capacity to 300,000 units per annum subject to a further feasibility study

- Jaguar will be competing in the FIA Formula E championship from August 2016 which presents a unique and exciting opportunity for Jaguar Land Rover to further the development of its future electric powertrain technology

- Announcement that the all new Jaguar XF L (Long wheel base XF) will be the third vehicle to be produced at the China Joint Venture.

Tata Daewoo Commercial Vehicle Company Limited

Tata Daewoo Commercial Vehicle Company Limited (TDCV) sold 9,116 vehicles, lower by 22.2% over Fiscal 2015, mainly due to lower export sales partially compensated by increase in domestic sales. TDCV continued the strong performance, in the domestic market inspite of increased competition by selling 7,036 vehicles, 2nd highest in its history, registering a growth of 3.3% compared to sales of 6,808 vehicles in Fiscal 2015. The newly introduced Euro 6 models were well accepted in the market resulting in an increase in the market share for both HCV and MCV Segments put together increasing to 31.0% as compared to 28.7% in Fiscal 2015. However, the export market scenario was very challenging. Factors like low oil prices, local currency depreciation against the US Dollar, new statutory regulations to reduce imports, slowdown in Chinese economy impacting commodity exporting countries, increased dealer inventory etc. adversely impacted TDCV''s exports in major markets like Algeria, Russia, Vietnam, South Africa, GCC etc. The export sales were 2,080 units, 57.6% lower compared to 4,902 units in Fiscal 2015.

Tata Motors (Thailand) Limited

Tata Motors (Thailand) Limited (TMTL) sold 1,312 units in Fiscal 2016 as compared to 1,305 units in Fiscal 2015. The domestic retail sales fi gure was 1,124 units. The Thai Automobile Industry has witnessed the 3rd year of drop of 9.0% in Fiscal 2016 due to poor performance of the economy but witnessed a slew of new pickup launches by major OEMs during the year. In spite of the slow-down, TMTL domestic volume decline was 6.0% compared to 9.0% of industry TMTL has increased its market share in "CNG and Bi-Fuel Pickups segment" to 25.2% (Previous Year 24.0%) to become the second largest player in the segment.

TMTL has taken the opportunity to refresh its products, services and network as well as to expand the range of offerings to the Thailand customers. Fiscal 2016 saw the launch of the Xenon 150N Series with a host of new features, TDCV Novus and Super Ace Mint. During the year, TMTL exported 253 vehicles to Malaysia against specific order from POS Malaysia. TMTL is exploring similar opportunities in other parts of South East Asia and neighbouring continents.

Tata Motors (SA) (Pty) Limited

Tata Motors (SA) (Pty) Ltd (TMSA) sold 765 chassis in the South Africa market in Fiscal 2016 as compared to 839 chassis in Fiscal 2015. TMSA is in the process of homologating and introducing a range of new products including Prima and Ultra trucks as well as a couple of bus models for sale in South Africa.

Tata Motors Finance Limited

Tata Motors Finance Limited ( TMFL) is a wholly owned subsidiary company is carrying out vehicle financing activity under the brand "Tata Motors Finance".

On March 31, 2016, TMFL has acquired from the Company, 100% shareholding in Sheba Properties Limited, a NBFC registered with the Reserve Bank of India as a part of restructuring and consolidation of financial services companies under the TMFL group.

The commercial vehicle business saw a growth during Fiscal 2016, majorly contributed by the M&HCV segment. As a result of which TMFL''s total disbursements (including refinance) increased by 22.8% at Rs.8,985 crores in Fiscal 2016 as compared to Rs.7,316 crores in Fiscal 2015. TMFL financed a total of 1,12,114 vehicles reflecting a slight decline of 0.6% over 1,12,788 vehicles financed in Fiscal 2015. Disbursements for commercial vehicles increased by 30.4% and were at Rs.7,485 crores (75,970 units) as compared to Rs.5,741 crores (72,853 units) of Fiscal 2015. Disbursements of passenger vehicles declined by 9.9% to r1,350 crores (33,185 units) from a level of Rs.1,498 crores (38,444 units). Disbursements achieved under refinance (through Tata Motors Finance Solutions Limited, a 100% subsidiary of TMFL) were at Rs.150 crores (2,959 vehicles) during Fiscal 2016.

TMFL has increased its reach by opening limited services branches exclusively in Tier 2 and 3 towns, which have helped in reducing the turn-around-time to improve customer satisfaction. TMFL had 245 branches at the end of Fiscal 2016. The book size of TMFL''s corporate lending business, which includes providing finance to TML''s dealers & vendors, increased by 97.7%; Rs.947 crores in Fiscal 2016 from r479 crores in Fiscal 2015.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial position of the Company subsequent to the close of the Fiscal 2016 till the date of this report.

SHARE CAPITAL

During the Fiscal 2016, the Company had issued on a Rights basis Ordinary Shares (including the rights offering to ADR holders) and ''A'' Ordinary Shares aggregating Rs.7,500 crores. The particulars as required under Section 134 of the Companies Act, 2013 ("Act") read with Rule 4 of the Companies (Share Capital and Debentures) Rules, 2014 on issue of equity shares with differential voting rights on Rights basis during the Fiscal Year is annexed as Annexure 1.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities and commitments in the Notes forming part of the Financial Statement.

RISK MANAGEMENT

The Risk Management Committee (RMC) comprising of 4 Independent Directors, has been entrusted with responsibility to assist the Board in (a) overseeing the Company''s risk management process and controls, risk tolerance and capital liquidity and funding; (b) setting strategic plans and objectives for risk management and review of risk assessment of the Company (c) review the Company''s risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, market risk, product risk and reputational risk as well as the guidelines, policies and processes for monitoring and mitigating such risks.

The Committee operates as per its Charter approved by the Board and within the broad guidelines laid down in it. The Company has a Risk Management Policy in accordance with the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Board takes responsibility for the overall process of risk management in the organisation. Through Enterprise Risk Management Programme, Business Units, Corporate functions address opportunities and the attendant risks through an institutionalized approach aligned to the Company''s objectives. This is facilitated by Internal Audit. The business risk is managed through cross functional involvement and communication across businesses. The results of the risk assessment and residual risks are thoroughly discussed with the Senior Management before being presented to RMC.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

Details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

HUMAN RESOURCES

The Tata Motors Group employed 76,598 permanent employees (previous year: 73,485 employees) as of the year end. The Company employed 26,569 permanent employees (previous year: 27,997 employees) as of the year end. The Tata Motors Group has generally enjoyed cordial relations with its employees and workers.

All employees in India belonging to the operative grades are members of labour unions except at our Sanand and Dharwad plants. All the wage agreements have been renewed in a timely manner and are all valid and subsisting. Operatives and Unions support in implementation of reforms that impact quality, cost erosion and improvements in productivity across all locations is commendable.

Safety & Health – Performance and Initiatives

As part of Company''s Safety Excellence Journey which aims to achieve ultimate goal of Zero Injuries to its employees and all stakeholders associated with the Company''s operations, Company provides a safe and healthy workplace focusing on creating right Safety Culture across the organization.

The Company has identified four drivers behaviors which will help keep moving in this journey and attain Zero Injury viz. the drivers are engaged at all levels; governance; robust safety processes and improving safe behaviors.

The Company''s India operation, has achieved improved performance with Lost Time Injury Frequency Rate (LTIFR) being 0.17 for the Fiscal 2016, a reduction in injury rate by 15% over Fiscal 2015. While overall safety performance has improved but there was one fatality during the year, involving a customer sales employee in a road incident while on the job.

All Manufacturing Plants in India of the Company are certified to ISO 14001 - Environment Management Systems and are also certified to OHSAS 18001 – Occupational Health & Safety Management System. Further, all CV Manufacturing Plants in India are certified to ISO 50001 - Energy Management System. The Company has undertaken several initiatives for resource conservation such as re-cycling of treated effluents back to process, energy and material recovery from hazardous wastes and rainwater harvesting. Manufacturing plants also generate in-house renewable power and source off -site green power where available.

The Senior Leadership is fully committed and engaged in safety and health journey and has set up a very robust Governance and Engagement model at various level right from having Safety Health and Environment Committee at Board, Business, Site, Corporate, Sub- committees and Factory Implementation Committees.

The Company continued Campaign ''i-drive safe''– an initiative on building a safe driving culture amongst its employee and associates and have trained them Defensive Driving. In excess of 19,103 employees and associates till date have been trained under this campaign, initiated few years ago.

In line with Safety and Health Policy, to enhance safety standards of its business partners, the Company engages supply chain for safety. The objective of such engagement is to raise the Safety standards of dealer workshops. Jagruti – Safety Awareness Building Campaign for Workshop Managers is a year-long campaign focused on building awareness on safety and understanding of the Company''s expectations on Dealers Workshop Safety. This programme is collaboration of the Company, Castrol and training partner ICECD. The year-long campaign aims to cover works managers/representatives of 2,000 workshops (CV & PV) across India by January 2017. In Fiscal 2016, 21 sessions are conducted covering 565 workshops.

In health area, the Company under the ''Health Plus Because you matter!'' initiative engaged employees on various subject of Health. Series of initiatives like awareness sessions, mailers, etc. have been conducted under this initiative. For Food Safety, HACCP Certification process has been started at plant canteens.

The Jaguar Land Rover business drives its health and safety ambition through its campaign - Destination Zero – A Journey to Zero Harm. This is overseen by the statements on the Jaguar Land Rover, ''Blueprint for Lasting Success''with the overall commitment that states "Our most valuable asset is our people, nothing is more important than their safety and wellbeing. Our co-workers and families rely on this commitment. There can be no compromise". The business maintains its accreditation to the external standard of OHSAS 18001, with all the UK locations accredited to the standard through a series of annual external assessments. The business has reviewed and re-launched its internal safety assessment process SHARP (Safety and Health Assessment Review Process) within its manufacturing locations. The Lost Time Case Rate in terms of incidents has remained steady with around 7.0% improvement over previous year''s performance, against a backdrop of massive growth and increased headcount and volumes within the business. The activities deployed to deliver this ambition of Zero Harm are underpinned with everyone being encouraged to understand and take responsibility for their own and their fellow workers safety and wellbeing. Each functional area has ability to build their own plans of activities to drive the performance within their own area of responsibility. During last year the business has launched the Wellbeing Charter – an externally assessed framework to deliver excellence in wellbeing activities and strategies. This is a journey Jaguar Land Rover is embarking on, to achieve and sustain excellence in this subject. In the last quarter the business received its first recognition on this journey by being awarded the ''Commitment Level''in the framework.

TDCV Korea achieved an improvement in Safety Index to 0.33 from 1.15 in Fiscal 2016. There has been continued leadership commitment and engagement with focus in areas safety communication, risk assessment, improving capabilities of employees for emergency situations.

TMTL, Thailand and TMSA, South Africa sustained good performance in area of Safety and Health during Fiscal 2016.

Prevention of Sexual Harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company''s office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

During the Fiscal 2016, the Company has received 7 complaints on sexual harassments, which have been substantiated and appropriate actions were taken. The Company organized 15 workshops or awareness program against sexual harassment. There were no complaints pending for more than 90 days during the year.

Similar initiatives on Prevention of Sexual Harassment are in place across the Tata Motors Group of companies.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report (BRR) initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report and also hosted on the Company''s website www.tatamotors.com.

FINANCE

During the year, the free cash flows for Tata Motors Group were Rs.6,543 crores, post spend on capex, design and development of Rs.32,623 crores. Tata Motors Group''s borrowing as at March 31, 2016 stood at r70,468 crores (as at March 31, 2015: Rs.73,610 crores). Cash and bank balances and investments in mutual funds stood at r52,091 crores (as at March 31, 2015: Rs.46,174 crores). With healthy profitability and cash flow generation, the Consolidated Net Automotive Debt to Equity Ratio stood at (0.01) as at March 31, 2016 as compared to 0.19 as at March 31, 2015.

The Cash flows from operations were positive Rs.2,346 crores for standalone operations of the Company. Spend on capex, design and development were Rs.2,982 crores (net). The borrowings of the Company as at March 31, 2016 stood at r15,887 crores (as at March 31, 2015: Rs.21,134 crores). Cash and bank balances including mutual funds stood at Rs.2,188 crores (as at March 31, 2015: Rs.945 crores).

The Company did a Rights Issue for Rs.7,498 crores (US$1.2 billion) by allotting 15,04,90,480 Ordinary shares (including 3,20,49,820 shares underlying the ADRs) of Rs. 2 each at a premium of Rs.448 per share, aggregating Rs.6,772.07 crores and 2,65,09,759 ''A''Ordinary shares of Rs.2 each at a premium of Rs.269 per share, aggregating Rs.718.42 crores. As per the object of the Issue, the proceeds of Rs.500 crores from the share issue have been used for funding expenditure towards plant and machinery, Rs.1,500 crores towards research and product development, Rs.4,000 crores towards repayment in full or in part of certain long-term and short-term borrowings and Rs.1,401.10 crores towards general corporate purposes.

The Company prepaid Rs.140 crores of its unsecured 10% NCD due in 2019 and Rs.10 crores of its unsecured 10.30% NCD due in 2018.

At JLR, post spend on capex, design and development of GB£2,806 million (Rs.27,673 crores), the free cash flows were GB£791 million (Rs.7,550 crores) for Fiscal 2016. The borrowings of JLR as at March 31, 2016, stood at GB£2,500 million (Rs.23,863 crores) [previous year: GB£2,550 million (Rs.23,574 crores)]. Cash and financial deposits stood at GB£4,651million (r44,394 crores) [previous year: GB£4,263 million (Rs.39,411 crores)]. Additionally, JLR has undrawn committed long term bank lines of GB£1,875 million (JLR data as per IFRS).

TML Holdings Pte Ltd, Singapore, a 100% subsidiary of the Company, holding the investment in Jaguar Land Rover and other foreign subsidiaries has refinanced existing unsecured multi currency loan of US$600 million (US$250 million and SG$62.8 million maturing in November 2017 and US$210 million and SG$114 million maturing in November 2019) by a new syndicated loan of US$600 million (US$300 million maturing in October 2020 and US$300 million maturing in October 2022). Subsequently TML Holdings Pte Ltd, Singapore has also refinanced the existing SG$350 million 4.25% Senior notes due in May 2018 by a new syndicated loan of US$250 million maturing in March 2020.

Tata Motors Finance Limited has raised an amount aggregating to r434 crores by way of Non-Participating Cumulative Compulsorily Convertible Preference Shares which qualified as Tier 1 capital to meet growth and maintain capital adequacy ratio. There has been no fresh issuance of perpetual debt instruments or subordinated debt instruments/debentures towards Tier 1 and Tier 2 Capital in Fiscal 2016.

Tata Motors Group has undertaken and will continue to implement suitable steps for raising long term resources to match fund requirements and to optimise its loan maturity profile.

During the year, the Company''s rating for Foreign Currency Borrowings was retained at "Ba2"/Stable by Moody''s and was retained by Standard & Poors to "BB"/with change in outlook to Stable. For borrowings in the local currency, the ratings was retained by Crisil at "AA"/Stable and by ICRA at "AA"/Stable. The Non-Convertible Debentures and Long Term Bank facilities i.e. (Buyers Credit) rating by CARE was retained at "AA"/Stable. During the year, JLR''s rating was retained by Moody''s at "Ba2"/Positive and was retained by Standard & Poors at "BB"/with change in outlook to Stable for Tata Motors Finance, CRISIL has maintained its rating on long-term debt instruments and bank facilities to CRISIL "AA/ A1 "/ Stable and ICRA has maintained its rating at AA/Stable for long term.

FIXED DEPOSITS

The Company has not accepted any deposits from the public falling in the ambit of Section 73 of the Act and The Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the details forming part of the extract of the Annual Return is annexed herewith in Form MGT 9 Annexure 2

INFORMATION TECHNOLOGY AND DIGITAL PRODUCT DEVELOPMENT INITIATIVES

Information Technology Initiatives

The Company is a forerunner in the Industry to adopt new technologies in the evolving digital area. The Company has a well- defined IT roadmap which revolves around user experience, mobility, analytics and cloud driven flexible infrastructure. It leverages its strong partnerships with product and services companies to harness the potential of Information Technology for ensuring execution of business initiatives towards a competitive advantage. The major highlights of IT at the Company are:

- Major technology upgrades undertaken including ERP, CRM, Analytics systems to make the systems current and leverage new versions''mobile friendly capabilities

- Implemented key projects in Supplier Relationship Management, comprehensively digitizing supplier processes to deliver speed, optimum in-line inventory and transparency

- Enabling World Class Quality initiative of the Company through key IT interventions on the shop floor e.g. Project Tantra for poka yoke on key aggregates

- IT has enabled customer care initiatives like implementation of Theory of Constraints in Spare Parts to improve parts availability, and reengineering the accident repair process for faster deliveries of repaired vehicles to customers

- Digital initiatives like job cards on tablets, customer self-service app, a new mobile friendly intranet and device and browser independent CRM in it upgraded avatar

- The IT initiatives towards the journey to digital readiness have been acknowledged with many industry awards including the Digitalist, Jewels of Digital, IDC Insights Award for Employee engagement, CIO Power List (Automotive Icon and Cloud Icon)

- Greater systematic collaboration with subsidiaries leveraging IT leadership in Tata Motors. A key achievement has been extension of collaboration solution to six subsidiaries

- Strengthening information security through multiple initiatives under ISO 27000 framework while covering mobiles under enterprise security

- Playing a leading role in AutoDx, the EDI initiative under the SIAM ACMA umbrella. AutoDX transactions have rapidly and successfully scaled up in Fiscal 2016.

Information Technology initiatives and Digital Business roadmap would help the Company in being forefront of automotive industry supporting business growth and innovation to strengthen the Company''s core technology capabilities.

Digital Product Development Systems Initiatives

The Company has constantly adopted new technologies and practices in digital product development domain to improve the product development process. This has led to having a better front loading of product creation, validation and testing towards timely delivery and getting the new products first time right. Niche integration tools, systems and processes continue to be enhanced in the areas of CAx, Knowledge Based Engineering (KBE), Product Lifecycle Management (PLM) and Manufacturing Planning Management (MPM) for more efficient end-to-end delivery of the product development process.

Some of the key enhancements done in digital product development domain include:

- Embedding manufacturing feasibility and DFx in engineering and design to early detection and resolution of feasibility issues

- Enhancement of virtual simulation capability leading to front loading of activities, e.g. in crash

- Enhancement of PLM and addition of new functionality for process control and collaboration like auto fl ashing of ECU at dealer location, vehicle feature list release process and change management

- Implementation of 15 new KBE applications in the area of design and safety, e.g. dashboard reflection analysis, seat comfort analysis, etc

- Enhancement of product visualization process for realistic evaluations and showcasing the in-mobility applications

- Development of new 3D product data visualization application for aiding downstream agencies for better decision making

- Improved utilisation of Digital Manufacturing Planning and Factory Simulation shop floor in the form of 3D work instructions for shop floor usage.

Subsidiaries

Jaguar Land Rover (JLR)

JLR continues its business transformational initiative, ''i-PLM'', delivered through a strategic partnership with a leading software technology provider. At the core of i-PLM is the philosophy of ''Single Source of Truth'', author once and consume everywhere. This vision and the close alignment with the software platform, delivers a simplified product creation landscape which eliminates inefficient integration issues at source.

This transformational journey has begun with the implementation of the vision for one vehicle programme that has moved from its legacy systems, with several more to follow over the next few months and the support processes and team for the new solution are active with a very high level of customer satisfaction.

Tata Daewoo Commercial Vehicles (TDCV)

TDCV continued the momentum of focusing on quality and speed in its digital product creation processes. As part of this, PLM application server infrastructure was refreshed, consolidated with the latest hardware and virtualization technology, enabling implementation of critical application suite resulting in improved availability.

Tata Technologies Limited (TTL)

TTL continued to invest in new technological advancements as part of the hardware and software upgrades. It initiated a Virtua Desktop Infrastructure (VDI) setup in the training area to facilitate faster deployment of CAD/CAE/PLM software applications in a virtua environment.

Tata Motors European Technical Centre (TMETC)

TMETC upgraded its data center infrastructure for PLM to the best in class virtualised environment. It implemented high performance computing to enable faster digital validation. Knowledge Based Engineering Applications were introduced in the engineering and design areas.

TECHNOLOGY AND ENVIRONMENT FRIENDLY INITIATIVES

The Company is working on several electrification, hybridisation and alternate fuel technologies in addition to developing technologies that improve the footprint of conventional powertrains. Some of the key areas are enlisted below:

Fully electric versions of small commercial vehicles aimed at complying to regulatory environment in crowded areas of cities where they ply, proving Company''s thrust on cutting edge technologies -Hybrid electric vehicles for passenger cars which are at various stages of maturity

- Delivery of diesel series hybrid buses to the city of Mumbai in near future based on successful fleet operation of CNG hybrid buses in Madrid, Spain which has covered close to a million kilometers in revenue service

- Fuel cell version of the hybrid bus as well as full electric buses, based on large format battery packs and overhead current collectors

- Dual fuel technology (CNG plus diesel) developed and limited field trials conducted

- Development of fuel efficient driveline oil (transmission and axle) enhancing customer delight

- Fuel efficiency improvement by implementing variable valve timing and variable oil pump technologies on passenger car gasoline engine

- Continuation of fuel efficiency improvement initiatives on passenger and commercial vehicles through software features in engine management system & vehicle level parameter optimization.

CONSOLIDATED FINANCIAL STATEMENTS

Tata Motors announces consolidated financial results on a quarterly basis. As required under the SEBI Listing Regulations, consolidated financial statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the consolidated financial statements of the Company. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the subsidiary companies is attached to the financial statements in Form AOC-1. The Company will make available the said financial statements and related detailed information of the subsidiary companies upon the request by any member of the Company or its subsidiary companies. These financial statements will also be kept open for inspection by any member at the Registered Office of the Company and the subsidiary companies.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company had 77 (direct and indirect) subsidiaries (11 in India and 66 abroad) as on March 31, 2016, as disclosed in the accounts.

During the year, the following changes have taken place in subsidiary companies:

Subsidiary companies formed/acquired:

- TMNL Motor Services Nigeria Limited was incorporated with effect from September 2, 2015

- Jaguar Land Rover Limited acquired Silkplan Limited with effect from April 16, 2015

Jaguar Land Rover Slovakia s.r.o was incorporated with effect from August 27, 2015

Jaguar Land Rover Singapore Pte. Limited was incorporated with effect from November 25, 2015

Jaguar Racing Limited was incorporated with effect from February 2, 2016

Inmotion Ventures Limited was incorporated with effect from March 18, 2016.

Companies ceasing to be subsidiary companies/ceased operations:

Land Rover Parts Limited was dissolved and struck off with effect from July 14, 2015

Name changes

-Jaguar e Land Rover Brasil Importacao e Comercia de Veiculos Ltda was renamed as Jaguar e Land Rover Brasil Industria e Comercio de Veiculos LTDA with eff ect from February 10, 2016

Capital Re-structuring/change in nature of Company

The Company''s entire shareholding in Sheba Properties Limited, a wholly owned subsidiary, was sold to Tata Motors Finance Limited, another direct subsidiary of the Company with effect from March 31, 2016

Tata Motors Finance Solutions Pvt. Ltd. was converted into a public limited company named Tata Motors Finance Solutions Ltd. with effect from June 4, 2015.

Besides the above, Jaguar Land Rover continued to integrate/ restructure legal entities for manufacturing and for exporting globally as combined brand legal entities. Other than the above, there has been no material change in the nature of business of the subsidiary companies.

Joint Ventures and Associate Companies

As at March 31, 2016, Tata Motors had 6 Associate Companies and 6 Joint Ventures. One of these Joint Ventures has 13 wholly owned subsidiaries, details of the same are disclosed in the accounts. During the year there were no changes in any of the Associates and Joint Ventures of the Company.

The Company has adopted a Policy for determining Materia Subsidiaries and is available on the Company''s website (www. tatamotors.com/investors/pdf/material.pdf).

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure 3.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Board''s Report and the certificate from the Practicing Company Secretary confirming compliance of Corporate Governance norms as stipulated in Regulation 34 read along with Schedule V of the SEBI Listing Regulations is included in the Annual Report.

DIRECTORS

Appointment

During the year under review, on the recommendation of Nomination and Remuneration Committee ("NRC") and in accordance with provisions of Section 161 of the Act, Mr Guenter Butschek was appointed as an Additional Director with effect from February 15, 2016 and holds office upto the date of the forthcoming Annual General Meeting ("AGM") and being eligible has offered himself for appointment as Director. Mr Butschek is appointed as Chief Executive Officer and Managing Director of the Company for a period of 5 years with effect from February 15, 2016, subject to approval of Members and the Central Government.

Re-appointment

Mr Ravindra Pisharody, Executive Director (Commercial Vehicles) is being re-appointed w.e.f July 1, 2016 upto November 24, 2020 (upon the termination of the existing contract w.e.f July 1, 2016) and in accordance with the provisions of the Act and the Articles of Association of the Company, Mr Pisharody retires by rotation and is eligible for re-appointment.

Mr Satish Borwankar, Executive Director (Quality) is being re-appointed w.e.f July 1, 2016 upto July 15, 2017 (upon the termination of the existing contract w.e.f July 1, 2016).

There was no change in the composition of the Board during Fiscal 2016, other than appointment of Mr Butschek, CEO and Managing Director of the Company.

The disclosures required pursuant to Regulation 36 of SEBI Listing Regulations are given in the Notice of the AGM, forming part of the Annual Report and disclosure pursuant to Schedule V, Part II, proviso of Section II B(iv)IV of the Act and Schedule V of SEBI Listing Regulations is annexed hereto as Annexure 4.

Attention of the Members is invited to the relevant items in the Notice of the AGM and the Explanatory Statement thereto.

Independent Directors

Pursuant to the provisions of Section 149 of the Act read along with the Rules framed thereunder and the Resolutions passed by the Members at the Annual General Meeting held on July 31, 2014, Mr N Munjee, Mr V K Jairath and Ms Falguni Nayar would continue as Independent Directors upto July 30, 2019. Mr Nusli Wadia, Dr Raghunath Mashelkar and Mr Subodh Bhargava would continue as Independent Directors upto February 14, 2019, December 31, 2017 and March 29, 2017, respectively, as per the Governance Guidelines adopted by the Company All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations.

KEY MANAGERIAL PERSONNEL

During the year under review, the Company designated Mr Guenter Butschek as Chief Executive Officer and Managing Director of the Company as one of the Key Managerial Personnel (KMP), under Section 203 of the Act, with effect from February 15, 2016. The following Directors/Executives continued as KMPs of the Company during Fiscal 2016:

Mr Ravindra Pisharody, Executive Director (Commercial Vehicles) Mr Satish Borwankar, Executive Director (Quality)

- Mr C Ramakrishnan, Group Chief Financial Officer *

- Mr Hoshang Sethna, Company Secretary

-(Superannuated on June 30, 2015 and Re appointed as Group Chief Financial Of cer w.e.f. July 1, 2015)

GOVERNANCE GUIDELINES

During the year under review, the Company adhered to the Governance Guidelines on Board Eff ectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, director term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of directors, director remuneration, subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financia condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re- appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-à-vis the required competencies, undertake a reference and due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Regulation 19 read along with Schedule II of SEBI Listing Regulations, which is annexed as Annexure 5.

REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Regulation 19 of SEBI Listing Regulations, and the same is annexed as Annexure 6.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees and individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The NRC reviewed the performance of the individual Directors, a separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman of the Company, taking into account the views of CEO and MD, Executive Directors and Non-Executive Directors. This was followed by a Board Meeting that discussed the performance of the Board, its Committees and individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of the programme for familiarisation of the Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company. (www.tatamotors. com/investors/pdf/familiarisation-programme-independent- directors.pdf ).

BOARD AND COMMITTEE COMPOSITION

Details of the composition of the Board and its Committees, Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

BOARD MEETINGS

During the year under review, 10 Board Meetings were convened and held.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Policy of vigil mechanism is available on the Company''s website (www.tatamotors.com/investors/ pdf/whistle-blower-policy.pdf/).

PARTICULARS OF EMPLOYEES

The information on employees who were in receipt of remuneration of not less than Rs.60 lakhs during the year or Rs.5 lakhs per month during any part of the said year as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. The said statement is also open for inspection at the registered office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are Annexed to the report as Annexure 4.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 7 of this Report in the format prescribed in the Companies (CSR Policy) Rules, 2014. The Policy is available on Company''s web-site (www.tatamotors.com/investors/ pdf/csr-policy-16-17.pdf ).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The details of Loans, Guarantees or Investments made under Section 186 of the Act during the year are given below:

(Rs. in crores)

Sr No. Companies Nature of Transaction Loans Guarantees Investments

1 TAL Manufacturing Solutions Limited Inter-corporate deposits 5.00 - -

2 Concorde Motors (India) Limited Inter-corporate deposits 15.00 -

3 Tata Marcopolo Motors Limited Inter-corporate deposits 25.00 - -

4 TAL Manufacturing Solutions Limited Investment in Rights Issue - - 15.00

5 Concorde Motors (India) Limited Investment in Rights Issue - - 45.00

6 Tata Hispano Motors Carrosseries Maghreb Investment in loans 58.32 - -

7 Tata Motors European Technical Centre Plc Investment in loans/shares 19.66 158.45* 73.09

8 Tata Motors Finance Limited Compulsory Convertible Preference # Shares with call option to TML

Notes:

(i) *Outstanding amount of Guarantee given to University of Warwick for development and funding of NAIC

(ii) #The Company has not invested through CCPS of Rs.434 crores The call option is available with the Company to acquire CCPS from investors.

(iii) Guarantees other than in connection with a loan given to any person is given under Note No. 30 (ii) (c) in the Standalone Financial Statements in the full Annual Report

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee comprising Mr N Munjee, Chairman, Dr R A Mashelkar, Mr V K Jairath and Ms Falguni Nayar being Independent Directors of the Company, for its approval. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a revised Policy on Related Party Transactions to mainly incorporate changes pertaining to substitution of earlier Listing Agreement provisions with those of SEBI Listing Regulations and providing the parameters for granting omnibus approvals by the Audit Committee. The Policy, as approved by the Board, is uploaded on the Company''s website (www.tatamotors. com/investors/pdf/rpt-policy.pdf ).

During the Fiscal 2016, there have been no materially significant related party transactions between the Company and Directors, management, subsidiaries or relatives, as defined under Section 188 of the Act and Regulations 23 the SEBI Listing Regulations.

There are no transactions that are required to be reported in Form AOC-2 and as such does not form part of the Report.

AUDIT

In the 69th Annual General Meeting held on July 31, 2014, M/s. Deloitte Haskins & Sells LLP, (DHS), Chartered Accountants have been appointed Statutory Auditors of the Company for a period of 3 years. At the AGM held on August 13, 2015, the Members ratified the appointment of DHS for the 2nd year. Ratification of appointment of Statutory Auditors for the 3rd year is being sought from the Members of the Company at this AGM. Further, DHS have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

The report of the Statutory Auditors alongwith notes to Schedules is enclosed to this Report. The observations made in the Auditors''Report are self-explanatory and therefore do not call for any further comments.

The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDIT

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. The Board of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s Mani & Co. having registration No.000004 as the Cost Auditors of the Company to conduct cost audits pertaining to relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time for the year ending March 31, 2017 at a remuneration of Rs.5 lakhs plus out of pocket expenses.

It may be noted that the records of the activities under Cost Audit is no longer prescribed for "Motor Vehicles and certain parts and accessories thereof". However, based on the recommendations of the Audit Committee, the Board has also approved the appointment of M/s Mani & Co. for submission of reports to the Company on cost records pertaining to these activities for a remuneration of Rs.15,00,000 (Rupees Fifteen Lakhs) for the said financial year.

M/s Mani & Co., have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years under the provisions of the erstwhile Companies Act, 1956.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Parikh & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure 8. The Secretarial Audit Report does not contain any qualifications, reservation, adverse remarks or disclaimer.

DIRECTORS''RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, external agencies and secretarial auditors, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during Fiscal 2016.

Accordingly, pursuant to Section 134(5) of the Act, the Board to the best of their knowledge and ability, confirm that:

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

(b) they have, selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were generally operating effectively*; and

(f ) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

* please refer to the Section "Internal Control Systems and their Adequacy in the Management Discussion and Analysis Report".

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s performance. The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its Management.

On behalf of the Board of Directors

CYRUS P MISTRY

Chairman Mumbai,

May 30, 2016

---

Mar 31, 2013

The Directors present their Sixty-Eighth Annual Report and the Audited Statement of Accounts for FY 2012-13.

FINANCIAL PERFORMANCE SUMMARY

(Rs. in crores)

Company Tata Motors Group (Standalone) (Consolidated)

FY 2012-13 FY 2011-12 FY 2012-13 FY 2011-12

FINANCIAL RESULTS

Gross revenue 49,319.73 59,220.94 193,583.95 170,677.58

Net revenue (excluding excise duty) 44,765.72 54,306.56 188,817.63 165,654.49

Total expenditure 42,621.98 49,894.76 162,248.74 141,954.02

Operating profit 2,143.74 4,411.80 26,568.89 23,700.47

Other income 2,088.20 574.08 811.53 661.77

Profit before interest, depreciation, amortization, exceptional item and tax 4,231.94 4,985.88 27,380.42 24,362.24

Finance cost 1,387.76 1,218.62 3,553.34 2,982.22

Cash profit 2,844.18 3,767.26 23,827.08 21,380.02

Depreciation, amortization and product development / engineering expenses 2,243.38 1,840.99 9,590.89 7,014.61

Profit for the year before exceptional items and tax 600.80 1,926.27 14,236.19 14,365.41

Exceptional items - loss (net) 425.87 585.24 602.71 831.54

Profit before tax 174.93 1,341.03 13,633.48 13,533.87

Tax expense/(credit) (126.88) 98.80 3,770.99 (40.04)

Profit after tax 301.81 1,242.23 9,862.49 13,573.91

Share of minority interest and share of profit of associates (net) - - 30.12 (57.41)

Profit for the year 301.81 1,242.23 9,892.61 13,516.50

APPROPRIATIONS

Profit for the year 301.81 1,242.23 9,892.61 13,516.50

Balance brought forward from previous year 1,663.91 2,078.92 18,195.96 6,461.49

Amount available for appropriations 1,965.72 3,321.15 28,088.57 19,977.99

Less: appropriations / (transfer from)

Debenture Redemption Reserve (130.00) 70.00 (130.00) 70.00

General Reserve 30.18 125.00 59.48 158.03

Other Reserves - - 63.14 65.38

Dividend (including dividend distribution tax) 722.75 1,462.24 756.14 1,488.62

Balance carried to Balance Sheet 1,342.79 1,663.91 27,339.81 18,195.96

DIVIDEND

Considering the Companys financial performance, the Directors recommended a dividend of Rs.2/- per share (100%) on the capital of 2,719,945,846 Ordinary Shares of Rs.2/- each [previous year: Rs.4/- per share (200%) of face value of Rs.2/- each] and Rs.2.10 per share (105%) on 481,959,620 A Ordinary Shares of Rs.2/- each [previous year: Rs.4.10 per share (205%) of face value of Rs.2/- each] fully paid-up and any further Ordinary Shares and/or A Ordinary Shares that may be allotted by the Company prior to August 1, 2013 (being the book closure date for the purpose of the said dividend entitlement) and will be paid on or after August 23, 2013. Based on the current paid- up capital, the said dividend, if approved by the Members, would involve a cash outflow of Rs.724 crores (previous year: Rs.1,464 crores) including dividend distribution tax, resulting in a payout of 240% (previous year: 118%) of the standalone profits for FY 2012-13 and 7% (previous year: 11%) of the consolidated profits of the Company.

OPERATING RESULTS AND PROFITS

FY 2012-13 was a challenging year for the economy - both globally and in India. The world economy grew by a mere 3.1% in 2012 as compared to 3.9% in the previous year. The domestic situation in India was influenced by these global trends and the ripple effect of a global slowdown was felt. After years of strong positive growth, the Indian economy slowed down to a GDP of 5% from 6.5% in the previous year.

The Tata Motors Group recorded a 13.4% growth in gross turnover from Rs.170,678 crores in the previous year to Rs.193,584 crores in FY 2012-13. This is the highest turnover recorded by the Group. The consolidated revenues (net of excise) for FY 2012-13 of Rs.188,818 crores grew by 14% over last year on the back of strong growth in volumes across products and markets at Jaguar Land Rover. The consolidated EBITDA margins for FY 2012-13 stood at 14.1%. Consequently, Profit Before Tax and Profit After Tax were Rs.13,633 crores and Rs.9,893 crores, respectively.

Tata Motors Limited recorded a gross turnover of Rs.49,320 crores, 16.7% lower from Rs.59,221 crores in the previous year. Weak macro economic factors leading to a continued slow-down in the Medium and Heavy Commercial Vehicles (M&HCV), stiff competition, mainly in Passenger Vehicles business, severely affected the standalone operations and profitability. Additionally, the need to increase marketing expenses to protect and grow market share has resulted in EBITDA margins reducing from 8.1% to 4.8% for FY 2012-13. The reduction of profits from operations was offset by dividend from subsidiary companies of Rs.1,584 crores (including dividend from JLR) as compared to Rs.114 crores for the previous year. The Profit Before Tax and Profit After Tax for the FY 2012- 13 were lower at Rs.175 crores and Rs.302 crores, respectvely, as compared to Rs.1,341 crores and Rs.1,242 crores in the previous year, respectively.

Jaguar Land Rover recorded a turnover of GB£ 15,784 million, a growth of 17% from GB£ 13,512 million in the previous year. Volume growth was driven not only by a full year of the Range Rover Evoque, but also by increasing sales of existing models. EBITDA growth also benefitted from a favourable market mix, operating exchange rates due to the strengthening US$ against the GB£ and the Euro. Further, cost efficiency improvements in material costs and manufacturing costs supported by increased production volume levels also attributed to improved results of operations. These resulted in a higher EBITDA and Profit Before Tax of GB£ 2,402 million and GB£ 1,675 million, respectively, as compared to GB£ 2,027 million and GB£ 1,507 million, respectively in the previous year. The effective tax rate was higher than the previous year, since last year it benefitted from recognition of previously unrecognised tax losses in the last year. The Profit After Tax for FY 2012-13 stood at GB£ 1,215 million as compared to GB£ 1,481 million last year (Jaguar Land Rovers figures as per IFRS).

Tata Motors Finance Limited, the Companys captive financing subsidiary, registered total revenue of Rs.2,890 crores higher by 43% in the previous year and reported a Profit After Tax of Rs.309 crores in FY 2012-13 (previous year: Rs.240 crores). Tata Motors Finance Limited proposed a dividend of 7% per equity share for FY 2012-13.

Tata Daewoo Commercial Vehicle Company Limited, South Korea registered revenues of KRW 823.9 billion (Rs.4,017 crores), a growth of 8% over the previous year. However, the positive impact of higher volumes and various cost control initiatives were negated by a provision of KRW 18.9 billion (Rs.92 crores) on account of a Court verdict in an ordinary wage suit filed by its Union employees resulting in a loss of KRW 9.2 billion (Rs.45 crores) (previous year: profit of Rs.8.74 crores).

VEHICLE SALES AND MARKET SHARES

The Tata Motors Group sales for the year stood at 11,91,968 vehicles, lower by 6% as compared to the previous year. Global sales of all Commercial Vehicles were 593,897 vehicles, while sales of Passenger Vehicles were at 598,071 vehicles.

TATA MOTORS

The Company recorded sales of 765,557 vehicles, a decline of 11% over last year. Industry growth during the year was also muted at 1.1%, resulting in the Companys market share decreasing to 22% in the Indian automotive industry from 25.1% in the previous year. The Company exported 50,938 vehicles during the year, lower by 19%, as compared to the previous year.

Commercial Vehicles

Within the domestic market, the Company continued to strengthen its presence in Commercial Vehicles, with sales of 5,36,232 vehicles, an all time high for the Company, growing 1.1% from the previous year. T his represented a market leadership share of 59.5% in the domestic CV market which was mainly supported by steep growth in the LCV segment.

Some of the highlights for the year were:

- Sales in the LCV segment continued to drive performance, growing by a 21.8% during the year to 3,93,468 vehicles. Market share in the LCV segment expanded by 200 basis points registering a 62.2% market share in FY 2012-13. The Company has grown and consolidated its position in the LCV segment, leading to expansion of the market share, especially in the Ace Segment. Sales of the Tata ACE reached highest ever at over 3,25,000 during FY 2012-13. The Tata Ace family crossed 10,00,000 sales since its launch. During this year, the Company launched Tata Xenon, a stylish and rugged pick-up, offering both single cab and dual cab versions, with best in class looks, operating economies and fuel efficiency

- Slowdown in economic activity, sluggish infrastructure spending and weak macro outlook coupled with higher operating costs for transport operators, adversely impacted demand in the M&HCV industry. The M&HCV segment which is the harbinger for growth in the economy de-grew by 23.3% in the year. The Companys sales in the M&HCVs segment were 1,42,764 vehicles. The depressed market scenario combined with new player entry resulted in very high competitive intensity. Several new products and variants across the traditional, Prima and Construck range focusing on best in class performance, reliability and fuel efficiency, were introduced.

- The year also marked the roll-out of the two millionth truck from the Companys manufacturing facility at Jamshedpur. The plant manufactures the Companys entire range of M&HCV trucks, including the Tata Prima, both for civilian and defence applications. Many first of its class heavy trucks designed and built specifically to offer best in class performance, reliability and fuel efficiency were introduced viz - Tata LPT 3723 - the first 5 axle rigid truck in the country in the 10 x 4 configuration, the Tata Prima 3138.K Tipper, the Tata Prima 4938.S tractor and the Tata Prima 230 HP - LX range consisting of Tata Prima LX 4923.S, Tata Prima LX4023.S and Tata LPK 3118 tipper. Launches of buses such as MCV buses for intercity (AC - 45 Seater) and staff transportation (Non AC - 41 Seater), LP/ LPO Starbus Ultra with best in class features and fuel efficiency tailored to suit Indian conditions with highest capacity school bus in ICV platform in India (56 seats).

In January 2013, Tata Motors became the first company in India to introduce warranty period of four years on heavy trucks. The Company also introduced a Telematics and Fleet Management Service, branded "Tata FleetMan an intelligent vehicle and driver management solution.

Passenger Vehicles

The domestic passenger car industry was affected mainly by weak sentiments, high cost of ownership, high interest rates, fuel prices and reduction in discretionary spends. Overall growth in Domestic Passenger vehicle industry was flat in FY 2012-13, within which Utility Vehicles recorded a robust growth of 51.5% on the back of new launches catering not only to the traditional rugged SUV customers but also to the customer preferring the more car-like soft roader utility vehicles and cars segment de-grew by 6.9%.

During the year, the Companys Passenger Vehicles sales were lower by 31.1% at 2,29,325 vehicles, registering an 8.9% market share. The Company sold 1,80,520 cars and 48,805 utility vehicles and vans, lower by 34.6% and 14.4% respectively, over the previous year. The Companys sales in the mid-size segment suffered as competitive activity intensified with multiple new launches in this segment. The Company has taken various initiatives to improve its product refreshes/launch programmes, operational efficiency, dealer effectiveness, working capital management and restructuring customer facing functions.

The Company sold 2,294 vehicles of Jaguar Land Rover brands during FY 2012-13. Network for these brands continued to grow with 17 operational outlets across 15 cities in the Country by the year end. The plant in Pune expanded its capacity and commenced operations to roll out locally built Jaguar XF in India from November 2012.

Some of the highlights of this years performance were:

- Launches of the Vista D90; and refreshed Tata Indica eV2, the most efficient car in its class with a mileage of 25 kmpl, with new exteriors and additional convenience features.

- Launched the Manza Club Class with first in class features like 6.5 infotainment screen with voice enabled GPS guidance system, infinity roof, premium Italian leather seating system and plush interiors.

- Launched the Tata Safari Storme with new interiors and improved performance - disc brake on all wheel and projector lens head lamp - first time in its class and Tata Aria Pure LX - a new variant with a bouquet of features, at a stunning price.

- Launched the Nano MY13 with features like music system with Bluetooth/USB, glove box, refreshed interiors, etc., in an array of colours.

The above launches of the Nano MY13, Manza, Vista D90 and the Safari Storme were in-line with the Companys objective of taking the brand to a higher level, while making it relevant for the younger buyer.

- Showcased the Vista Extreme, a concept that combines the package efficiency of a hatch with the usability of the modern urban Utility Vehicle.

- The Company continued to focus on building brand strengths, refreshing the products and enhancing sales and service experience. The Company also introduced a new look, stylish, tech savvy best in class flagship Passenger Vehicle showrooms, for superior customer experience at pilot dealership in Mumbai and Delhi and this initiative will now be replicated to other setups across the country.

A new leadership team in the Passenger Vehicle business was in place towards the latter half of the year with rich experience not only from the automotive but from other sectors as well. The Company is working on a customer-centric strategy for providing the best customer experience with focus on products, world class manufacturing practices, purchase experience and consistent quality of services. As a precursor to future launches, the Company would be shortly unveiling improved and enhanced vehicles across its key brands.

Exports

For Tata Motors, traditionally strong markets in South Asia such as Bangladesh and Sri Lanka also were affected by internal conflict, political unrest and regulatory changes. As a result, export sales of the Company de-grew by 19.3% to 50,938 vehicles. With a view to expand its International Business, the Company re-entered the market of Saudi Arabia to re-establish its business in the Kingdom and launched its brand at the Jakarta Auto Show to address the Indonesian market - a key growth market. The Company introduced a host of new products on existing and new platforms in existing and new markets and showcased its vehicles in major auto shows in strategically important markets.

The Company continued to outperform competition in terms of exports of Commercial Vehicles and enjoyed a total exports share of 57% in FY 2012-13, exporting 44,109 Commercial Vehicles. The Company exported 6,829 Passenger Vehicles. Aria witnessed growth in shipments led by a strong push into European markets. Indica grew due to strong fleet and entry level customer demand and Manza grew albeit over a low base, in South Africa. Other UVs - Safari, Sumo and Grande, showed growth led by the revival of demand in Nepal and Sub-Saharan Africa. Nano and Indigo were the only significant under-performers due to economic and political upheavals in key markets - Sri Lanka and Nigeria.

Some of the highlights of this years performance were:

- Inaugurated its first 3S (Sales, Service and Spares) setup in Yangon, Myanmar.

- Won a tender for supplying 449 vehicles to Kuwait Municipality, Prestigious order for supply of 715 Xenons from the US Army.

- Started Driver Training School in Bangladesh and Mechanic Training Centre in South Africa and Kenya.

JAGUAR LAND ROVER

Jaguar Land Rover has had a successful year of continued growth in all markets, despite uncertain trading conditions globally. Jaguar Land Rover sold 372,062 vehicles in FY 2012-13, an increase of 18.3% over the previous year. At the brand level, wholesale volumes were 57,812 vehicles for Jaguar and 314,250 vehicles for Land Rover, growing 7% and 20.7%, over the previous year, respectively. All market regions have grown, led by China where retail sales at 77,075 vehicles were up by 48% over previous year. Retail volumes in Europe were 80,994 vehicles, 18% increase over the previous year. UK retail volumes were 72,270 vehicles, a 20% increase, whilst the North American retail volumes were 62,959 vehicles, an increase of 9% over the previous year. Retail sales for the Asia Pacific region at 17,849 vehicles, were higher by 27% and for the rest of the world were 19% higher at 63,489 vehicles over the previous year.

Jaguar Land Rover has a multifaceted strategy to position itself as a leading manufacturer of premium vehicles offering high-quality products tailored to specific markets. T he companys success is tied to its investment in product development and market expansion which drives the strategic focus on product design and quality.

Jaguar Land Rover operates three major production facilities and two advanced design and engineering facilities all in the United Kingdom. Jaguar Land Rover markets products in 178 countries, through a global network of 17 national sales companies (NSCs), 85 importers, 62 export partners and 2,485 franchise sales dealers, of which 689 are joint Jaguar and Land Rover dealers.

With the objective of increasing its marketing and dealer networks in emerging markets, Jaguar Land Rover established a National Sales company in China in 2010 to expand its presence and has plans to increase its network of dealers in China. Similar plans of increasing its dealer network are also underway in India. Jaguar Land Rover also aims to establish new manufacturing facilities, assembly points and suppliers in select markets. T he joint venture with Chery Automobiles, China as also an established manufacturing operation for some of its products and product development activities in India are examples of these initiatives.

Some of the highlights of this years performance were:

- Launch of the all new aluminum Range Rover in December 2012, with a world-wide roll-out in the last quarter of the year, recording sales of over 13,000 vehicles in the first four months. The Range Rover has already received over 10 global awards including WhatCar? Best Luxury Car.

- Launch of the all new aluminum Range Rover Sport in March 2013, with a world wide roll out in the first half of FY 2013-14.

- Expanded the Jaguar XF range with an all wheel drive version and a new Sportbrake and introduced a more fuel efficient, 2.0l XF with an 8 speed automatic gear box.

- Introduction of new variants of the Jaguar XF, the launch of the new Range Rover, as well as the continued strength of the Evoque, were key contributors to the overall success.

- Jaguar Land Rovers joint venture with Chery Automobiles, China has been formalised to develop, manufacture and sell certain Jaguar and Land Rover vehicles and jointly branded vehicles for the Chinese market.

- Continued investment in new state-of-the-art facility at Wolverhampton, UK, to manufacture new advanced low emission engines.

Jaguar Land Rover and Tata Motors participated in various international autoshows displaying its range of products, including at Geneva, New York, Detroit and Jakarta, wherein the displayed products won accolades and a positive response.

TATA DAEWOO COMMERCIAL VEHICLES COMPANY LIMITED

Tata Daewoo Commercial Vehicles Company Limited (TDCV) sold 10,100 vehicles- higher by 6% over the previous year. TDCV exported 4,700 vehicles in FY 2012-13, which is the highest ever in its history, registering a growth of 57.8% as compared to 2,979 vehicles exported in the previous year. However, in the domestic market, sales decreased by 17.6% to 5,400 vehicles as against 6,552 vehicles sold in the previous year, due to economic slowdown.

TATA MOTORS (THAILAND) LIMITED

Tata Motors (Thailand) Ltd. (TMTL) sold 4,905 vehicles in FY 2012-13. These included Tata Xenon pickups, Super Ace and heavy commercial vehicles. During FY 2012-13, TMTL launched three additional variants of the pickup, tailor-made for the T hailand commercial vehicle market. In the single cab segment, which is used predominantly by the commercial users, Xenon continues to be ranked fourth amongst eight players in the segment.

TATA MOTORS (SA) (PROPRIETARY) LIMITED

Tata Motors (SA) (Proprietary) Limited (TMSA) sold 864 vehicles during FY 2012-13. During the year, TMSA introduced four new models of commercial vehicles and crossed a major milestone of rolling out its 1,000th vehicle since start of operations last year.

TATA MOTORS FINANCE LIMITED

The vehicle financing activity under the brand "Tata Motors Finance" (TMF) of Tata Motors Finance Limited (TMFL) - a wholly owned subsidiary company, continued to show improved financial results inspite of challenging market conditions and rising costs of funds.

With the Companys increased focus on financing of small commercial vehicles, the total disbursements for the year were at Rs.11,180 crores - 6% higher than disbursements of Rs.10,505 crores in the previous year. A total of 2,51,936 vehicles were financed representing an increase of 9.3% over the previous year. The disbursals for commercial vehicle were Rs.8,816 crores (1,81,374 vehicles) in FY 2012-13 compared to Rs.7,204 crores (1,20,032 vehicles) for previous year. For passenger cars, disbursals were Rs.2,364 crores (70,562 vehicles) in FY 2012-13 compared to Rs.3,301 crores (1,10,556 vehicles) in the previous year. The overall market share in terms of the Tata vehicle unit sales in India financed by Tata Motors Finance increased from 27% to 33% - led by significant increase in commercial vehicle market share from 23% to 34%.

Tata Motors Finance Limited continued to expand its reach in the market place by growing its branch network and expanding its support to Tata Motors dealership network. Significant increase in its manpower resources as well as driving IT technology to improve productivity and output, ensures that Tata Motor Finance now reaches to over 75% of the dealers. With greater attention being placed on further enhancing customer experience through its "Office of the Customer" T MFL is confident of continuing to deliver profitable growth in the future.

HUMAN RESOURCES

The Tata Motors Group employed 62,716 permanent employees (previous year: 58,618 employees) as of the year end out of which 56,393 employees were engaged in automotive operations. The increase over last year was mainly at Jaguar Land Rover in view of volume and product development activity. The Company employed 29,965 permanent employees (previous year: 29,217 employees) as of the year end. T he Tata Motors Group has generally enjoyed cordial relations with its employees and workers.

All employees in India belonging to the operative grades are members of labour unions except at Sanand and Dharwad plants. All the wage agreements have been renewed in a timely manner and are all valid and subsisting. Operatives and Unions support in implementation of reforms that impact quality, cost erosion and improvements in productivity across all locations is commendable.

SAFETY & HEALTH - PERFORMANCE & INITIATIVES

Safety is an integral part of the Companys operations and is reviewed at the highest levels including the Board, Executive Committee, and the Safety, Health and Environment (SHE) Council. The Board constituted a SHE Committee and also adopted its charter during the year. The senior leadership is fully committed to the ultimate goal of zero injury to its employees and all those who work in our facilities. In its 3 year journey with DuPont, the organization is progressing aggressively with the vision of "Excellence in Safety". In association with DuPont 489 internal trainers have been developed and 2,058 employees are trained on leading safety efforts, safety management fundamentals, incident investigations, contractor safety management and safety. Defensive Driving Training was imparted to more than 8,000 employees and contractors who drive on business purpose or who are involved in operations.

A revised Safety & Health Policy has been cascaded which reflects an increased commitment towards our visitors, contractors and business partners. A structured review mechanism of safety performance is in place with Lead and Lag indicators, major incidents and High Potential Incidents (HIPO) announcements being made monthly to the senior management and leaders. The Lost Time Injury (LTI) rate for the year under review is lower at 0.68%, a reduction of 37% over the previous year. Improved governance in incident reporting with speedy investigations and corrections, and a collaborative functioning of Safety Committees across plants have led to an integrated organisation structure.

The Company, in a collaborative initiative with Castrol India Limited, is integrating safety expertise and knowledge in dealer workshops and a safety manual has been released with the objective of reducing potential risks and improve SHE practices.

This year has witnessed a significant improvement in Areas Beyond Factory Gates including warehouses, offices and channel partners, wherein structured audits, trainings and reporting have been initiated.

At Jaguar Land Rover, the health and safety management system is based on the UK Health and Safety Executives guidance for Health and Safety Management - HSG65. Jaguar Land Rovers Occupational Health Department achieved re-accreditation to the SEQOH Standard (Safe Effective Quality Occupational Health Standard) for its activities and management systems. Jaguar Land Rovers growth plans have resulted in an increased headcount and a larger number of contractors are involved in civil and engineering activities requiring extensive inputs from a health and safety perspective. This has been met with an incremental rise in Health and Safety training, induction programmes and continued focused events around skilled workers being recruited into relevant functions. The business has continued its programme of proactive health promotion events for employees and has launched several Wellbeing Centres to aid in worker assessment, rehabilitation and piloted electronic WellPoint kiosks to allow employees to monitor their own health data and seek further advice.

At TDCV, Korea, the accident rate and the safety index at 0.18% and 2.9 were lower than 0.48% and 2.40, respectively, for the previous year. At TMTL, Thailand, the performance has been improving with increased safety trainings and reduction in the number of incidents. At TMSA, South Africa, 5 LTIs were reported, Safety Management Systems were deployed and several initiatives taken to improve safety and working conditions.

FINANCE

During the year, the free cash flows for Tata Motors Group were Rs.3,342 crores, post spend on capex, design and development of Rs.18,720 crores. Tata Motors Groups borrowing as on March 31, 2013, stood at Rs. 53,591 crores (previous year: Rs. 47,149 crores). Cash and bank balances stood at Rs. 21,113 crores (previous year: Rs.18,238 crores).

Cash flows from operations were Rs.2,258 crores for standalone operations of the Company. Spend on capex, design and development were Rs.2,588 crores (net). The borrowings of the Company as on March 31, 2013 stood at Rs.16,799 crores (previous year: Rs.15,881 crores). Cash and bank balances stood at Rs.463 crores (previous year: Rs.1,841 crores).

During the year, the Company repaid the Zero Coupon Convertible Alternate Reference Securities (CARS) amounting to US$ 623.38 million, (Rs.3,493.83 crores) inclusive of a redemption premium of US$ 150.38 million. Consequent upon exercise of conversion option by the holders of 4% Foreign Currency Convertible Notes, aggregating Rs.342 crores (including Rs.141.62 crores in May 2013), the Company allotted 28,308,896 Ordinary Shares/ Shares represented by ADSs (including 11,789,695 Ordinary Shares/ Shares represented by ADSs in May 2013).

The Company also repaid Tranche 2 of Rs.446 crores of Secured, Rated, Credit Enhanced, Listed, 2% Coupon Non-Convertible Debentures (NCDs) inclusive of premium on redemption of Rs.96 crores. Further, the Company also repaid Rs.1,747 crores forming part of the public fixed deposit scheme launched in December 2008.

The Company issued rated, listed, unsecured, non-convertible debentures of Rs.2,100 crores. Further Rs.900 crores were issued in April and May 2013.

Due to significant reduction in volumes, the Company had to deploy short term funds to support critical long term finance needs. The Company is in the process of taking appropriate steps to increase the long term funds.

At Jaguar Land Rover, post spend on capex, design and development of GB£ 1,846 million (Rs.16,814 crores), the free cash flows were GB£ 583 million (Rs.4,885 crores) for FY 2012-13. The borrowings of the Jaguar Land Rover as on March 31, 2013, stood at GB£ 2,167 million (Rs.17,791 crores) [previous year: GB£ 1,974million (Rs.16,206 crores)]. Cash and bank balances stood at GB£ 2,847million (Rs.23,373 crores) [previous year: GB£ 2,430 million (Rs.19,950 crores)] resulting in negative net debt position. Additionally, JLR has undrawn committed bank lines of GB£ 865 million (as per IFRS).

In January 2013, Jaguar Land Rover issued US$ 500 million Senior Notes due 2023, at a coupon of 5.625% per annum. This was an opportunistic fund raising which enabled Jaguar Land Rover to reinforce its market acceptance and demonstrated the continued confidence of the investors. This was a further step taken towards strengthening capital structure and enhancing the debt maturity profile.

TML Holdings Pte Ltd, Singapore, a 100% subsidiary of the Company, holding the investment in Jaguar Land Rover raised Senior Notes aggregating SG$ 350 million in May 2013.

Tata Motors Finance Limited raised Rs.100 crores by an issue of unsecured, non-convertible, subordinated perpetual debentures towards Tier 1 and Tier 2 Capital and Rs.90.40 crores by an issue of unsecured, non-convertible, subordinated debentures towards Tier 2 Capital in order to meet its growth strategy and improve its Capital Adequacy ratio.

With healthy profitability and cash flow generation, the Consolidated Net Automotive Debt to Equity Ratio stood at 0.24:1on March 31, 2013, as compared to 0.25:1 on March 31, 2012.

Tata Motors Group has undertaken and will continue to implement suitable steps for raising long term resources to match fund requirements and to optimise its loan maturity profile.

During the year, the Companys rating for foreign currency borrowings was revised upwards by Standard & Poors to "BB"/ Positive and was retained at existing levels by Moodys at "Ba3"/ Stable. For borrowings in the local currency, the outlook on the ratings was improved from "Stable" to "Positive" and the rating stood at "AA-"/Positive by Crisil and at "AA-"/Positive by ICRA. The Non Convertible Debentures are rated by CARE at "AA"

During the year, Jaguar Land Rovers rating for was revised upwards by Standard & Poors to " BB-"/Positive. As on March 2013, the other ratings stood "B1 "/Stable by Moodys and "BB-"/Stable by Fitch.

For Tata Motors Finance, CRISIL revised its rating outlook on long- term debt instruments and bank facilities to CRISIL AA - Positive from CRISIL AA - Stable. The ratings on the short-term debt instruments and bank facilities were reaffirmed at CRISIL A1+.

FIXED DEPOSITS

The Company has not accepted any public deposits during FY 2012-13. As on March 31, 2013, the Company had deposits aggregating Rs.314.14 crores from 11,338 investors. There were no overdues on account of principal or interest on public deposits other than the unclaimed deposits as at the year end.

INFORMATION TECHNOLOGY INITIATIVES

The Company continues to leverage InformationTechnology (IT) as a key enabler of its strategy, business growth and competitiveness. IT provides employees, customers, suppliers, dealers and business partners with best in class technology solutions. IT leverages strong partnerships with product and services companies to support business growth and innovation.

The Company and JLR entered into a major long term outsourcing agreement with Tata Consultancy Services Ltd (TCS) after a rigorous two year long competitive process. This will harmonise and standardise the IT services, service level agreements and standards across the Tata Motors Group and lead to efficiencies in operations and lower IT costs.

Other major highlights of IT at group level are -

- The Companys unique CRM solution crossed 4,000 channel partner locations and 40,000 users interacting with customers, augumented by 1,000+ agent call centers.

- TDCV Korea implementing CRM, leveraging TML CRM capabilities.

- Tata Motors Indonesia implementing SAP and CRM leveraging base capabilities.

- JLR global expansion to China is being ably supported by IT capabilities.

- JLR SAP implementation is progressing smoothly, including implementation in NSCs in major markets.

- Developing key business capability enhancement initiatives like Analytics, Telematics, and Mobility solutions.

In addition, product development processes in the Company continue to grow on best of the breed tools and technology solutions, for enhancing product development capabilities, addressing quality and speed. Digital product validation processes have evolved to provide solutions in key areas:

- Enhanced Digital Manufacturing Planning capabilities.

- In-house developed productivity improvement tools like Digital Vault were rolled out.

- In-house Knowledge Based Engineering (KNEXT) applications spread and enhanced in various product design functions.

- State-of-the-art visualization capabilities in digital product engineering review process is implemented.

Tata Motors Group continue their collaboration in various Information Technology areas with synergies being explored for cross utilization of IT capabilities. The Group companies are working together in areas of ERP, outsourcing and technologies. Tata Technologies continues to be a strategic partner in strengthening Tata Motors Groups IT capabilities in process transformation through technology.

TECHNOLOGY AND ENVIRONMENT FRIENDLY INITIATIVES

The Tata Motors Group continues to innovate, with a view to enhance the market share and aims at products, which cater to the changing needs of the customer for both fleet owners and individual customers. Besides new product developments covered above, some of the key initiatives on Environment friendly technologies include:

- Fuel efficiency improvement through development of advanced oil formulation.

- Fuel efficiency improvement initiatives on 4 cylinder and 6 cylinder engines of LCV, M&HCVs through various engine measures such as Exhaust Gas Recirculation (EGR), common rail including latest software features in engine management system.

- 1.2 L Bi-fuel CNG engine development for passenger car.

- Bi-fuel CNG and Gasoline 273 MPFI engine for Nano.

- Demonstrated a Mild Hybrid technology on Nano with advance engineering functions for enhancing the CO2 emission.

- Nano Diesel variant is being developed with Electric Power Assist Steering (EPAS) for enhancing the ease of driving and good fuel economy.

- Vista has been made compliant to the Euro V emission requirement with better drivability and higher technology features.

- CNG variant of the Indigo CS is ready for launch in the market.

SUBSIDIARY AND ASSOCIATE COMPANIES

Tata Motors announces consolidated financial results on a quarterly basis. As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements of the Tata Motors Group are attached.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 (the Act), the Ministry of Corporate Affairs vide its General Circular No 2/2011 dated February 8, 2011, has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212 of the Act, which requires the attaching of the Balance Sheet, Profit & Loss Account and other documents of its subsidiary companies to its Balance Sheet. Accordingly, the said documents are not being included in this Annual Report. The main financial summaries of the subsidiary companies are provided under the section Subsidiary Companies: Financial Highlights for FY 2012-13 in the Annual Report. The Company will make available the said annual accounts and related detailed information of the subsidiary companies upon the request by any member of the Company or its subsidiary companies. These accounts will also be kept open for inspection by any member at the Registered Office of the Company and the subsidiary companies.

SUBSIDIARY COMPANIES

Tata Motors had 64 (direct and indirect) subsidiaries (10 in India and 54 abroad) as on March 31, 2013, as disclosed in the accounts. During the year, the following changes have taken place in subsidiary companies:

Subsidiary companies formed/acquired

- Jaguar Land Rover India Limited - an indirect subsidiary of Jaguar Land Rover Automotive PLC

- PT Tata Motors Distribusi Indonesia - a wholly owned subsidiary of PT Tata Motors Indonesia Companies ceasing to be subsidiary companies

- Tata Engineering Services (Pte) Ltd. - struck off from the Register of Accounting and Corporate Regulatory Authority (ACRA).

- Miljobil Greenland AS, upon liquidation of TMETCs shareholding Name changes

- Jaguar Cars Limited to Jaguar Land Rover Limited

- Jaguar Land Rover PLC to Jaguar Land Rover Automotive Plc

Besides the above, Jaguar Land Rover continued to integrate / restructure legal entities for manufacturing and for exporting globallly as combined brand legal entities. Other than the above, there has been no material change in the nature of the business of the subsidiary companies.

ASSOCIATE COMPANIES

As at March 31, 2013, Tata Motors had 8 associate companies and 4 Joint Ventures as disclosed in the accounts.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Details of energy conservation and research and development activities undertaken by the Tata Motors alongwith the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as an Annexure to the Directors Report.

DIRECTORS

Mr Ratan N Tata stepped down as the Chairman and Director of the Company on December 28, 2012, in accordance with the Policy for Retirement Age of Non-Executive Directorsadopted by the Company. Mr Tata who was appointed on the Companys Board in 1981 and later as the Executive Chairman in 1988, had through his bold vision and strategic leadership and commitment to the Company transformed it from a domestic truck company to a complete automobile company with path breaking products such as the Indica and the Nano. Thereafter it was his understanding of the global dimensions and dynamics of the automobile business and his vision that led to the Company deciding to takeover Jaguar Land Rover in the UK. The transformation of Jaguar Land Rover through the change in its culture and the approach to its business led by Mr Tata has resulted in transforming Jaguar Land Rover into a profitable and successful company.

Mr Tata was on the Board for more than 30 years and was the Chairman of the Executive Committee of the Board and a member of the Remuneration and Nominations Committees. The Directors place on record the immeasurable debt the Company owes to Mr Tata for the visionary leadership, strategic direction and stewardship so liberally given to the Company and in recognition of his immense contribution and great service to the Company, the Board conferred upon Mr Tata the title of Chairman Emeritus. The traditions and values that he strove to imbibe will remain the guiding principles for this Company in the coming years.

Mr Sam M Palia, Non Executive, Independent Director of the Company since May 2006, on completing the age of 75 years on April 25, 2013, retired as per the Policy for Retirement Age of Non-Executive Directors adopted by the Company. Besides being a Board member, Mr Palia was also an active member of the Audit Committee and Nominations Committee and Chairman of the Investors Grievance Committee and Ethics and Compliance Committee. Mr Palia was also designated as the Audit Committee financial expert as required under the Sarbanes Oxley Act and NYSE Listing Agreement. Mr Palia had by his counsel and guidance, significantly contributed to deliberations at the Board and Committee meetings. The Board also placed on record its appreciation for the contributions made and the role played by Mr Palia as an independent director of the Company Mr Ranendra Sen, Non Executive, Independent Director of the Company since June 2010, resigned from the Board of Directors of the Company with effect from October 16, 2012, due to personal reasons. The Board placed on record its appreciation of the contributions made by Mr Sen during his tenure on the Companys Board as an independent director of the Company Mr Cyrus P Mistry was appointed as the Chairman of the Company with effect from December 28, 2012, consequent upon Mr Ratan N Tatas retirement. Tata Steel had vide their letter dated March 28, 2013, nominated Mr Cyrus P Mistry as the Steel Director pursuant to Article 127 of the Companys Articles of Association in place of Mr Ratan N Tata.

Mr Karl J Slym and Ms Falguni S Nayar were appointed as an Additional Directors w.e.f. September 13, 2012 and May 29, 2013, respectively. In accordance with Section 260 of the Companies Act, 1956 (the Act) and Article 132 of the Companys Articles of Association, they will cease to hold office at the forthcoming Annual General Meeting and are eligible for appointment. Mr Slym was also appointed as the Managing Director of the Company for a period of 5 years with effect from September 13, 2012, subject to the approval of the Members and the Central Government. An abstract and memorandum of interest under Section 302 of the Act, has been sent to the Members of the Company.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr Nusli N Wadia and Dr Raghunath A Mashelkar are liable to retire by rotation and are eligible for re- appointment. Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Practicing Company Secretary confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report.

PARTICULARS OF EMPLOYEES

The Information on employees who were in receipt of remuneration of not less than Rs.60 lakhs during the year or Rs.5 lakhs per month during any part of the said year as required under Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder is provided in the Annexure forming part of the Report. In terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any member interested in obtaining a copy of the same may write to the Company Secretary.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

A separate section on initiatives taken by the Tata Motors Group to fulfil its Corporate Social Responsibilities is included in the Annual Report.

BUSINESS RESPONSIBILITY REPORT

Vide its Circular dated August 13, 2012, Securities and Exchange Board of India (SEBI) mandated the inclusion of Business Responsibility Report (BRR) as a part of the Annual Report for top 100 listed entities based on their market capitalisation on BSE Limited and National Stock Exchange of India Limited, as on March 31, 2012. The said reporting requirement is in line with the National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) notified by Ministry of Corporate Affairs, Government of India, in July, 2011. Pursuant to the above, the Stock Exchanges amended the Listing Agreement by inclusion of Clause 55 providing a suggested framework of a BRR, describing initiatives taken by the Company from an environmental, social and governance perspective. In line with the press release and FAQs dated May 10, 2013, issued by SEBI, the Companys BRR is hosted on its website www.tatamotors. com. Any shareholder interested in obtaining a physical copy of the same may write to the Company Secretary at the Registered Office of the Company

AUDIT

M/s Deloitte Haskins & Sells (DHS), Registration No. 117366W, who are the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the FY 2013-14. DHS have, under Section 224(1) of the Act, furnished a certificate of their eligibility for re-appointment.

Cost Audit

As per the requirement of the Central Government and pursuant to Section 233B of the Act, the audit of the cost accounts relating to motor vehicles is carried out every year. Pursuant to the approval of Ministry of Corporate Affairs, M/s Mani and Company having registration No. 00004 were appointed as the Cost Auditors for auditing the Companys cost accounts relating to the Companys products for FY 2012-13. An application has been made to the Central Government seeking their approval, for the appointment of M/s Mani and Company for auditing the Companys cost accounts relating to the Companys products for FY 2013-14.

The cost audit report and compliance report for FY 2011 -12 were filed by the Company on December 28, 2012, well within the prescribed due date of February 28, 2013. The cost audit report and compliance report for FY 2012-13 is expected to be filed within the prescribed time.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Act, the Directors, based on the representation received from the Operating Management, confirm that:-

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

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

- 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 Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Companys employees for their enormous personal efforts as well as their collective contribution to the Companys performance. The Directors would also like to thank the employee unions, shareholders, fixed deposit holders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

On behalf of the Board of Directors

CYRUS P MISTRY

Chairman

Mumbai, May 29, 2013

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Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

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Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

---

Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

---

Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

---

Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

---

Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

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Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

---

Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

---

Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

---

Mar 31, 2012

TO THE MEMBERS OF TATA MOTORS LIMITED

The Directors present their Sixty-Seventh Annual Report and the Audited Statement of Accounts for the year ended March 31, 2012.

FINANCIAL PERFORMANCE SUMMARY

(Rs. in crores) Company Tata Motors Group (Standalone) (Consolidated) FY 2011-12 FY 2010 -11 FY 2011-12 FY 2010-11

FINANCIAL RESULTS

Gross revenue 59,220.94 51,183.95 170,677.58 126,414.24

Net revenue (excluding excise duty) 54,306.56 47,088.44 165,654.49 122,127.92

Total expenditure 49,894.76 42,282.07 141,954.02 104,312.89

Operating profit 4,411.80 4,806.37 23,700.47 17,815.03

Other income 574.08 422.97 661.77 429.46

Profit before interest, depreciation, amortization, Exceptional item and tax 4,985.88 5,229.34 24,362.24 18,244.49

Finance cost 1,218.62 1,383.70 2,982.22 2,385.27

Cash profit 3,767.26 3,845.64 21,380.02 15,859.22

Depreciation, amortization and product

Development / engineering expenses 1,840.99 1,502.00 7,014.61 5,653.06

Profit for the year before exceptional items & tax 1,926.27 2,343.64 14,365.41 10,206.16

Exceptional items - loss/(gain) 585.24 147.12 831.54 (231.01)

Profit before tax 1,341.03 2,196.52 13,533.87 10,437.17

Tax expense/(credit) 98.80 384.70 (40.04) 1,216.38

Profit after tax 1,242.23 1,811.82 13,573.91 9,220.79

Share of minority interest and share of profit of associates(net) - - 57.41 (52.83)

Profit for the year 1,242.23 1,811.82 13,516.50 9,273.62

APPROPRIATIONS

Profit for the year 1,242.23 1,811.82 13,516.50 9,273.62

Balance brought forward from previous year – profit/(loss) 2,078.92 1,934.13 6,461.49 (1,017.85)

Amount available for appropriations 3,321.15 3,745.95 19,977.99 8,255.77

Less: appropriations

Debenture Redemption Reserve 70.00 - 70.00 -

General Reserve 125.00 200.00 158.03 228.78

Other Reserves - - 65.38 84.20

Dividend (including dividend distribution tax) 1,462.24 1,467.03 1,488.62 1,481.30

Balance carried to Balance Sheet 1,663.91 2,078.92 18,195.96 6,461.49

DIVIDEND

Considering the Company's financial performance, the Directors recommended a dividend of Rs.4/- per share (200%) on the capital of 2,70,77,31,241 Ordinary Shares of Rs.2/- each (previous year: Rs.20/- per share (200%) on share of face value of Rs.10/- each) and Rs.4.10 per share (205%) on 48,19,59,190 'A' Ordinary Shares of Rs.2/- each (previous year: Rs.20.50 per share (205%) on share of face value of Rs.10/- each) fully paid-up for FY 2011-12 and will be paid on or after August 14, 2012. The said dividend, if approved by the Members, would involve a cash outflow of Rs.1,464 crores (previous year: Rs.1,466 crores) including dividend distribution tax resulting in a payout of 118% (previous year: 81%) of the standalone profits for the year and 11% (previous year: 16%) of the consolidated profits of the Company.

SUB-DIVISION OF SHARES

As a step towards better liquidity and increased investor participation, the Company undertook a sub-division of face value of its Ordinary Shares and 'A' Ordinary Shares (collectively "the Shares") from Rs.10/- to Rs.2/- per share with effect from the Record Date i.e. September 13, 2011. New ISINs - INE155A01022 for Ordinary Shares and IN9155A01020 for 'A' Ordinary Shares have been obtained from the Depository. Consequently, the sub-divided Shares were credited to the respective depository accounts of Members holding shares in electronic form and new share certificates were issued to Members holding Shares in physical form.

OPERATING RESULTS AND PROFITS

Global markets had a mixed year with the US showing recovery, European countries continue to face a crisis, while Asia, China in particular, continued on a healthy growth trajectory.

After a strong performance in FY 2010-11, the Indian economy showed signs of slowdown in FY 2011-12, due to inflationary pressures. Measures taken to arrest inflation adversely impacted growth which dropped to 6.9% from 8.6% in the previous financial year. The year also witnessed a sharp deceleration in manufacturing activity mainly due to monetary tightening, weak external demand and lack of investment activity. The Indian automotive industry continued to grow, albeit at a reduced rate of 7.2%. The Tata Motors Group took cognizance of the global development and planned market actions accordingly. The Tata Motors Group recorded a 35.0% overall growth in gross turnover from Rs.1,26,414 crores in FY 2010-11 to Rs.170,678 crores in FY 2011-12. This is the highest turnover recorded by the Group. The consolidated revenues (net of excise) for FY 2011-12, of Rs.165,654 crores grew by of 35.6% over last year on the back of strong growth in volumes across products and markets. The consolidated EBITDA margins for FY 2011-12 stood at 14.3%. Consequently, Profit Before Tax and Profit After Tax were Rs.13,534 crores and Rs.13,517 crores, respectively. During the year Jaguar Land Rover accounted for credit of GB£ 225million (Rs.1,794 crores) in respect of carried forward past losses in view of certainity of utilising the losses against future profits.

Tata Motors recorded a gross turnover of Rs.59,221 crores, a growth of 15.7%, from Rs.51,184 crores in the previous year. Cost reduction and value engineering continue to be areas of focus to improve operational efficiency. However, the increase in commodity prices globally put pressure on margins. Additionally, the need to increase marketing expenses to protect and grow market share have resulted in EBITDA margins reducing from 10.2% to 8.1%. During the year, there was an impact of Rs.585 crores of exceptional items on account of exchange loss (net) including on revaluation of foreign currency borrowings, deposits and loans arising from the depreciation of Indian Rupee and provision for impairment made for certain investments. The Profit Before Tax and Profit After Tax for the fiscal were lower at Rs.1,341 crores and Rs.1,242 crores, as compared to Rs.2,197 crores and Rs.1,812 crores in the previous year, respectively.

Jaguar Land Rover continued its growth in expanding markets, including a 76% year-on-year increase in China retail sales. The strengthening of business in China is expected to make it the largest market for Jaguar Land Rover within the next 12 months. Jaguar Land Rover also improved performance in more mature economies, where, despite uncertain trading conditions, it increased sales in all major markets.

Jaguar Land Rover recorded a turnover of Rs.1,03,635 crores, a growth of 47.4% from Rs.70,304 crores in the previous year. Volume growth was driven not only by new vehicle launches in the year, but also by increasing sales of existing models. Profitability growth was also benefitted from favourable exchange rates. The positive impact of the strengthening US$ against the GB£ and the Euro, improved revenues given a largely GB£ and Euro cost base. Further, cost efficiency improvements in material costs and manufacturing costs supported improvement in operational performance. These resulted in a higher EBITDA and Profit Before Tax of Rs.17,035 crores and Rs.11,820 crores respectively, as compared to Rs.11,478 crores and Rs.7,665 crores, respectively in the previous year. The EBITDA margin for FY 2011-12 is 16.3%. After recognition of previously unrecognised tax losses of Rs.1,794 crores the Profit After Tax was higher at Rs.12,279 crores, as compared to Rs.7,073 crores in the previous year.

Tata Motors Finance Limited, the Company's captive financing subsidiary, registered net revenues of Rs.2,018 crores and

reported a Profit After Tax of" 240 crores in FY 2011-12. Tata Motors Finance Limited announced their maiden dividend of 5% per equity share for FY 2011-12.

VEHICLE SALES AND MARKET SHARES

The Tata Motors Group sales stood at 12,69,483 vehicles, higher by 17.7% over the previous year. Global sales of all commercia vehicles were at 5,99,913 units, while global sales of all passenger vehicles were at 6,69,507 units.

Tata Motors

The Company recorded sales of 8,63,248 vehicles, a growth of 10.9% over the previous year, in the Indian domestic market. With the industry growing at a moderate 7.2%, the improved sales resulted in an increase in the Company's market share from 24.3% to 25.2%, in the Indian industry. The Company exported 63,105 vehicles from India, against 58,089 vehicles exported last year.

Commercial Vehicles

Within the domestic market, the Company continued to strengthen its presence in commercial vehicles, with sales of 5,30,204 units, growing 15.7% from the previous year - an all- time high for the Company. This represented a market leadership share of 59.4% in the domestic CV market.

Some of the highlights for the year were:

Sales in the LCV segment continued to drive performance, growing by a healthy 23.5% during the year to 323,118 units. The ramp up of micro-trucks - Ace Zip and Magic Iris continued, contributing to the growth in this segment alongwith the traditional Ace and Magic family. The Dharwad plant for the manufacture of the Zip and Iris was commissioned as scheduled and started operations from February 2012. However, as competition intensified, the market share dipped to 59.4% from 62.1% last year. The new generation Tata Ultra range of trucks was displayed at the Auto Expo and is expected to further drive growth in this segment.

Sales in the M&HCVs segment grew moderately at 5.3%. Volumes at 2,07,086 units reflected a market share of 59.4%. This segment also saw the entry of new players, which put pressure on the market share. However, sales of the Tata Prima, the next generation truck continued to grow. An increased focus on network development and customer initiatives, laid the foundation for future growth in M&HCVs.

Passenger Vehicles

In a year where the domestic car industry grew only by 3.6%, the Company's sales of passenger vehicles in the domestic market (inclusive of Tata, Fiat and Jaguar Land Rover brands) was at its highest ever at 333,044 units, representing a growth of 4.0% over the sales of previous year. In an intensely competitive passenger vehicles market, a market share at 13.1% was same as last year.

Some of the highlights of this year's performance were:

Sales of the Tata Nano increased to 74,521 units, a growth of 5.8% over last year. The Nano 2012 was launched in November 2011 in 10 new colours, resulting in an increased demand. Measures were undertaken to increase market penetration by establishing low-investment dealerships in interior towns.

Sales in the Compact segment (comprising Indica V2, Indica Vista, Indigo CS, Fiat Palio and Punto) grew by 10.5% to 1,76,104 units. The Indica Vista refresh, the Indica eV2 and the Indigo eCS were launched during the year, boosting sales in this segment and improving market share to 20.6% from 19.1% last year.

Sales in the Mid Size segment (comprising Indigo and Indigo Manza) were at 19,645 units. A slew of new entrants in this segment affected market share, which declined to 9.6% from 21.9%.

In the Utility Vehicles (UV) segment, comprising Sumo, Safari,

Aria and Land Rover, the Company sold 49,035 units, which translated to a growth of 16.8% and a market share of 13.3%. Sumo Gold, a new and improved variant of the Sumo was launched in November 2011, boosting UV sales.

In the Vans segment, market share increased to 5.2% from 0.8% as the Venture sales continued to grow.

Fiat Sales were at 17,129 units representing a market share of 0.67%.

The Company sold 2,274 units of Jaguar Land Rover brands during the year. Network for these brands continued to grow with 13 dealerships across 11 cities in the Country by the year end. The assembly plant for the Freelander in Pune assembled more than 800 units since the start of operations during the year.

Exports

Focused efforts in select ASEAN and Africa markets helped international exports from India grow by 8.6% to 63,105 units in the fiscal year. The Company exported 55,079 commercia vehicles and 8,026 passenger vehicles, a growth of 9.6% and 2.3% respectively over last year. A CKD plant was setup in South Africa for the assembly of commercial vehicles. Another plant is being setup in Indonesia and is expected to start operations next year. The Company continues to have a special focus on expanding its global footprint and is targeting product actions specifically to cater to international geographies.

Jaguar Land Rover

Jaguar Land Rover sold 314,433 vehicles in FY 2011-12, an increase of 29.1% on the prior reporting period. At the brand level, wholesale volumes were 54,039 units for Jaguar and 260,394 units for Land Rover, growing 2.0% and 36.6%, over the previous year, respectively.

Retail volumes in key growth markets saw significant increases with China and the Asia Pacific region.

Some of the highlights of this year's performance were:

Launch of the Range Rover Evoque in September 2011 with a world-wide roll out in December 2011, recording

sale of over 60,000 units in the first six months. The Evoque received over a 100 awards including Top Gear Car of the Year, World Design Car of the Year and North American Truck of the Year.

Expanded the Jaguar XF range with a more fuel efficient, 2.2 D XF with an 8 speed automatic gear box.

The introduction of new variants of the Jaguar XF as well as the continued strength of Ranger Rover and Range Rover Sport were key contributors to the overall success.

Entered into a JV with Chery Automobiles, China to develop, manufacture and sell certain Jaguar and Land Rover vehicles and jointly branded vehicles for the Chinese market.

Announced a GB£ 355 million investment in new state-of- the-art facility at Wolverhampton, UK, to manufacture new advanced low-emission engines.

Tata Daewoo Commercial Vehicles Company Limited

Sales of Tata Daewoo Commercial Vehicle (TDCV) at 9,531 units were higher by 9% from last year. Tata Daewoo Sales Company which was established in FY 2010-11, to distribute TDCV products, has stabilized its operation during the year enabling TDCV to focus on key accounts and fleet customers.

Tata Hispano Motors Carrocera

Tata Hispano Motors Carrocera, S.A. (Tata Hispano) was deeply affected by the economic downturn in Europe, particularly in Spain. Sales for the year were at 368 units, down by 27% from last year. Tata Hispano's bid for and delivered a prestigious CNG series hybrid low floor bus order for EMT Madrid during the year, demonstrating its technological capability. The Company made a provision for investments in Tata Hispano, arising from continuous undeperformance impacted by challenging market conditions.

Tata Motors (Thailand) Limited

Tata Motors (Thailand) Limited (TMTL) was affected by floods in

Thailand during the year, which negatively impacted supply chain partners and the overall demand scenario in Thailand. As a result, volumes of TMTL at 4,978 units in FY 2011-12, were down by 17.5% from last year. TMTL launched TDCV CNG tractors and Super Ace to boost volumes. The Nano is also currently being tested for sale in Thailand and has a potential to boost volumes.

Tata Motors (SA) (Proprietary) Limited

Tata Motors (SA) (Proprietary) Limited launched the Prima range of trucks in South Africa alongwith the TDCV range of tractor trailers and the Indigo Manza at the Johannesburg Motor Show with a view to increase the product offerings in South Africa.

CUSTOMER FINANCING INITIATIVES

The vehicle financing activity under the brand "Tata Motors Finance" of Tata Motors Finance Limited - a wholly-owned subsidiary company, posted improved financial results through higher disbursements, focus on controlling costs, improving quality of fresh acquisitions and micro-management of collections. Tata Motors Finance financed 2,30,588 vehicles during the year as compared to 1,60,781 vehicles in the previous year. Total disbursements of Rs.10,505 crores grew by 32.8% compared to Rs.7,908 crores in the previous year. The disbursals for commercial vehicles were Rs.7,204 crores (1,20,032 units) in FY 2011-12 compared to Rs.6,041 crores (94,446 units) for FY 2010-11. For passenger cars, disbursals were Rs.3,301 crores (1,10,556 units) in FY 2011-12 compared to Rs.1,867 crores (66,335 units) in FY 2010-11. Market share in terms of the Tata vehicle unit sales in India financed by Tata Motors Finance Limited increased from 21% to 23% in commercial vehicles and from 22% to 35% in passenger cars. Tata Motors Finance Limited implemented a strategy to manage non-performing assets (NPA), improve collection efficiencies and enhance the "Risk Scored Pricing Model" approach. This strategy along with a thrust on customer relations through a branch based re- organised field structure, improved operations and profitability, creating a robust platform to enable future growth.

For other overseas operations, the Company does not have a capital financing company but has arrangements with local consumer finance provides in key markets. Jaguar Land Rover has arrangements in place with FGA Capital, a joint venture with Fiat Auto and Credit Agricole for UK and European consumer finance, Chase Auto Finance for North America and similar arrangements with local providers in a number of other key markets. Tata Motors (Thailand) Limited has financing arrangements with Thanachart Bank.

HUMAN RESOURCES

The Tata Motors Group employed 58,618 permanent employees (previous year - 52,244 employees) as of the year end, out of which 53,011 employees were engaged in automotive operations. Tata Motors Limited employed 29,217 permanent employees (previous year - 26,214 employees) as of the year end. This increase supported the higher production and sales across the Group. The Tata Motors Group has generally enjoyed cordial relations with its employees and workers.

All employees in India belonging to the operative grades are members of labor unions except at our Sanand and Dharwad plants. All the wage agreements have been renewed in a timely manner and are all valid and subsisting. Operatives and Unions support in implementation of reforms that impact quality, cost erosion and improvements in productivity across all locations is commendable.

Safety & Health - Performance and Initiatives

The Leadership in Tata Motors is fully committed to the ultimate goal of employee safety. All employees at Tata Motors facilities are progressing with the vision of "Excellence in Safety". Safety reports are reviewed at the highest level including Board meetings. Tata Motors is working with DuPont for the improvement in safety culture towards setting up world- class safety standards and processes and building capability to improve and sustain a world-class safety culture. There has been an overall 41% improvement in safety performance across units during the year. This improvement has been recorded through the reduction of LTI -FR (Lost Time Injury Frequency Rate) which stood at 0.44 in FY 2011-12 as against 0.74 in FY 2010-11. Improvement of safety at offices, warehouses, depots and dealership workshops through the development of safety norms has set expectations on safety, setting up of Safety Committees and carrying out structured safety audits. Safety initiatives such as the "i-drive Safe" campaign for improving road and driving safety involving training of 2,500 drivers in defensive driving were undertaken. A host of initiatives on health and wellness were implemented with deployment of Health Index metrics across all plants in India.

The Pantnagar plant conferred with the prestigious 'Sword of Honour' by the British Safety Council, UK, is a reflection of the high standards of Health and Safety, performance and demonstration of Safety Leadership, in all phases of operations of the plant. The Passenger Car Business took safety management to the next level by aligning with British Safety Council Health & Standards and by achieving a 5 Star rating in the Audit with a score of 97.19% and 94.93% for Pune and Sanand plant, respectively.

Jaguar Land Rover's health and safety management system is based on the UK Health and Safety Executive's guidance for Health and Safety Management - HSG65, which sets a framework for the various aspects of a successful health and safety management system. All Jaguar Land Rover sites in the UK are accredited with OHSAS18001 and underwent an annual surveillance visit by the external assessors during 2011, which verified its continued compliance to this standard. The overall performance of Jaguar Land Rover's has been good with reduction in Lost Time Case rate. Jaguar Land Rover's Occupational Health Department also achieved accreditation to the SEQOHS standard (Safe Effective Quality Occupational Health Standard) for its activities and management systems within the Occupational Health facilities. An increase in headcount has led to a requirement for increasing the Health and Safety training and Induction programmes; with focused events around skilled workers being recruited into functions such as plant maintenance. The business has continued and built upon its programme of proactive health promotion events for employees throughout the year, covering a range of topics. A Health and Safety Week coinciding with the European Week of Safety took place across all Jaguar Land rover sites, comprising a series of specific events for its workforce.

Tata Daewoo Commercial Vehicles Co. Ltd, Korea recorded an incident rate of 0.48% for FY 2011-12, at par with the total industry rate. The Safety Index for FY 2011-12 was posted at 2.40, an improvement from 2.87 for FY 2010-11. TDCV also took a series of steps to improve their work environment for which it was declared as "Toxic free TATA DAEWOO." Tata Motors (Thailand) Limited reported an improved safety performance. Safety risk assessment is being reviewed for robustness, and safety training is being enhanced. Tata Motors (SA) (Pte) Ltd completed a baseline risk assessment and training of all its employees. The surveillance system was enhanced for improving security. Tata Hispano Motors Carrocera SA implemented many ergonomic projects to improve working conditions, making it a healthy, safe and productive work-place. Work-place environment is regularly monitored for upkeep and tracking of progress.

FINANCE

During the year, the free cash flows for Tata Motors Group were Rs.4,601 crores, post spend on capex, design and development of Rs.13,783 crores. Tata Motors Group's borrowing as on March 31, 2012 stood at Rs.47,149 crores (previous year Rs.32,811 crores). Cash and bank balances stood at Rs.18,238 crores (previous year Rs.11,410 crores).

Post spend on capex, design and development of Rs.2,835 crores, the free cash flows were Rs.818 crores for standalone operations of the Company. The borrowings of the Company as on March 31, 2012 stood at Rs.15,881 crores (previous year Rs.15,915 crores). Cash and bank balances stood at Rs.1,841 crores (previous year Rs.2,429 crores).

During the year, the Company raised Syndicated Foreign currency term loans of USD 500 million in accordance with the guidelines on External Commercial Borrowings (ECB) issued by the Reserve Bank of India in two tranches with tenors between four to seven years towards financing its general capital expenditure and investments in its overseas subsidiaries.

Tata Motors issued rated, listed, unsecured, non-convertible debentures of Rs.500 crores with maturities of 5-7 years in May 2012, to optimize the loan maturity profile.

During the year, post spend on capex, design and development of GB£ 1,410million (Rs.10,765 crores), the free cash flows were GB£ 1,062 million (Rs.8,318 crores), for Jaguar Land Rover. The borrowings of the Jaguar Land Rover as on March 31, 2012 stood at GB£ 1,848 million (Rs.15,065 crores) (previous year GB£ 1,260 million (Rs.9,007 crores)). Cash and bank balances stood at GB £2,563 million (Rs.20,891 crores) (previous year GB£ 1,028 million (Rs.7,349 crores)) resulting in negative net debt position.

In May 2011, Jaguar Land Rover PLC issued GB£1,000 million equivalent Senior Notes (Notes). The Notes include, GB£500 million Senior Notes due 2018, at a coupon of 8.125% per annum, USD 410 million Senior Notes due 2018, at a coupon of 7.75% per annum and USD 410 million Senior Notes due 2021 at a coupon of 8.125% per annum. This facility gave Jaguar Land Rover an access to long tenor funding while also diversifying its sources of funding.

In March 2012, Jaguar Land Rover issued GB£500 million Senior Notes due 2020, at a coupon of 8.25% per annum, with a yield of 8.375% per annum. This was an opportunistic fund raising which enabled Jagaur Land Rover to reinforce its market acceptance and demonstrated the confidence of the investors, while continuing to support steps taken towards strengthening capital structure and enhancing the debt maturity profile.

During the year, Jaguar Land Rover established 3-5 year committed Revolving Credit Facility amounting to GB£710 million. These lines, which have been availed from 13 banks, can be drawn as per requirement and is a step to further strengthen the capital structure.

Tata Motors Finance Limited raised Rs.155 crores by an issue of

unsecured, non-convertible, subordinated perpetual debentures towards Tier 2 Capital to meet its growth strategy and improve its Capital Adequacy ratio.

With healthy profitability and cash flow generation, Tata Motors was able to further de-leverage its Balance sheet. The Consolidated Net Automotive Debt to Equity Ratio stood at 0.25:1 on March 31, 2012 compared to 0.56:1 on March 31, 2011.

Tata Motors Group has undertaken and will continue to implement suitable steps for raising long term resources to match fund requirements and to optimize its loan maturity profile.

The Company's rating for foreign currency borrowings stood at "BB-"/Stable by Standard and Poor and "Ba3"/Stable by Moodys. For borrowings in the local currency, the rating stood at "AA-" by Crisil and at "AA-" by ICRA. During FY 2011-12, CARE revised the rating upwards by 1 notch to "AA". Post March 2012, Crisil and ICRA have changed the outlook on the ratings from "Stable" to "Positive".

As on March 2012, Jagaur Land Rover's rating stood at "B "/ Positive by Standard & Poor, "B1"/Stable by Moodys and "BB-"/ Stable by Fitch. Post March 2012, Standard & Poor has upgraded the rating to "BB-" retaining the Positive Outlook.

As on March 2012, Tata Motors Finance rating stood at "AA-" by Crisil and "AA-" by ICRA. Post March 2012, Crisil and ICRA have changed the outlook on the ratings of Tata Motors Finance Limited from "Stable" to "Positive".

FIXED DEPOSITS

The Company has not accepted any public deposits during FY 2011-12. As on March 31, 2012, the Company had deposits aggregating Rs.2,061 crores from 1,64,022 investors. There were no overdues on account of principal or interest on public deposits other than the unclaimed deposits as at the year end.

INFORMATION TECHNOLOGY INITIATIVES

Information Technology supported business growth and competitiveness by delivering strategic programs and services as identified in the Tata Motors' IT Strategy

Its commitment to customers is reflected in investments in the benchmark CRM (Customer Relationship Management) solutions. This is being used by over 3,200 channel partners and 37,000 users to handle customer needs. Customer interactions are backed by the Tata Motor's Call Center which augments key business processes across pre-sales, sales and service areas. The Center handled 30 million calls in FY 2011-12, with a consistent under 0.5 Second response time. We focused on deploying portals for targeted customer segments like key customers, loyalty customers, spares retailers, mechanics, State Transport Undertakings (STUs) and defence. We are also taking CRM to international markets in a planned manner

Tata Motors is expanding the usage of information through analytics across the organization. eCommerce with our suppliers through SAP Supplier Relationship Management (SRM) Solutions continues to see greater usage. The Company strengthened the usage of IT in manufacturing, supply chain, quality and workforce management deployed benchmark ITIL (Information Technology Infrastructure Library) processes, to improve the effectiveness of its IT services. Major highlights of the year are:

Focused real life pilots in advanced analytics towards market specific strategies.

Deployment of CRM Solution for International Business Dealers.

Solutions and capabilities built to support Rural Business expansion.

Customer focused solutions like Tata Alert (emergency breakdown), AMC and Tata Assured (pre-owned vehicles) businesses, were supported by new IT capabilities.

Extension of Centralized ERP Solutions and integrated WAN to the Company's new plant in Dharwad and South Africa and Hispano, Spain.

Manufacturing Execution Systems capabilities deployed in Ace Plant in Pantnagar.

Support to Human Resources strategy with solution in Learning Management System, employee on boarding and performance management.

Upgrades of the Company's key technology platforms to newer versions.

Digital Product Development Systems Initiatives

Engineering Research Centre's product development processes continue to imbibe best of the breed tools and technology solutions, for enhancing product development capabilities, addressing quality and time. Digital product validation processes have been given focused thrust in addressing sheet meta material variability.

Upgrades of the Company's key CAD/CAM/CAE technology solution platforms to newer versions.

Digital Manufacturing Planning (DMP) capabilities used to implement out-of-the-system work instruction sheets in manufacturing lines for CVBU, Pune plant.

In-house Knowledge Based Engineering (KNEXT) applications spread enhanced by deploying 15 new applications in various product design functions.

Product Lifecycle Management (PLM) now manages all digital product design data and design processes.

MINT application, in-house developed system, in the area of 'demerits' tracking has been institutionalized.

State of the art hardware upgrades in product development function.

Jaguar Land Rover continues to operate its globally diverse and complicated legacy IT architectures with high levels of service and resilience with notably few outages affecting business operations.

Jaguar Land Rover's IT strategy includes modernisation and replacement of old unsupported technologies;

consolidation of diverse technology platforms and suppliers; integration of business processes through SAP ERP and creating business value through innovation IT solutions like mobility. Major highlights of the year are:

Deployment of SAP for Finance functions in UK.

Roll-out of common SAP for its overseas National Sales Companies.

Deployment of real time Warranty Cost and Vehicle Production Quality Analysis.

Virtualization technologies to support globa collaboration for product design and engineering.

Virtual Dealership using high definition rendering software and human interaction technologies to reach more potential customers.

Tata Daewoo Commercial Vehicles Company Limited embarked on CRM Solution deployment leveraging Tata Motors CRM. Tata Motors (SA) (Proprietory) Limited IT set-up became operationa including SAP while Tata Hispano Motors Carrocera (SA) started its SAP deployment. Tata Motors is integrating its WAN with subsidiaries for seamless operations.

Tata Motors Group companies continue their collaboration in various information technology areas with synergies being explored for cross utilization of IT capabilities. The group companies are working together in areas of ERP, outsourcing and technologies. Tata Technologies continues to be a strategic partner in strengthening Tata Motors Group's IT capabilities in process transformation through technology.

NEW PRODUCT, TECHNOLOGY AND ENVIRONMENT FRIENDLY INITIATIVES

Product Development

The Tata Motors Group continues to innovate and with a view to enhance the market share, aims at products catering to the changing needs of the customer for both fleet owners and individual customers. Some of the Company's key products launched during the year and other product development initiatives includes:

Showcased the Tata Mega Pixel - a four seater city-smart global range extended electric vehicle (REEV) concept at the Geneva Motor Show.

Unveiled the Tata Safari Storme-a 4WD SUV powered by the 2.2 L DICOR a engine at the Delhi Auto Expo held in January 2012.

Showcased at the New Delhi Auto Expo, the new Ultra range of Tata LCV trucks and buses powered by the new generation 3-litre and 5-litre engines, developed in-house. After the Prima for the M&HCV segment, the Ultra range represents the next quantum jump in the Indian LCV segment with world class cutting technology.

Launched the Nano 2012 - with improved mileage, better comfort and better driveability, with 10 new refreshing colours.

Launched the Indica Vista refresh with new and improved styling.

Launched the BS IV compliant Sumo Gold powered by the 4SP DICOR engine - with best-in-class power and drivability and improved mileage.

Showcased the Aria with improved interiors and a 6-speed automatic transmission (AT). An AT variant on the Prima 3138 tipper was also displayed.

Forayed into the super-luxury inter-city bus segment with launch of the Tata Divo. Also launched new variants in the Tata Starbus Ultra range. These products, in the mini- and mid-bus segments, will be available in the luxury, standard and deluxe variants.

Launched the Range Rover Evoque in September 2011 and has since garnered over 100 international awards. The class leading urban 4x4 comes in a range of trim levels and is the most customisable Range Rover ever produced.

The Jaguar XK range was significantly refreshed with a new look for 2011. The new XKR-S, which was unveiled at the Geneva Motor Show, is the fastest and the most powerful production sports GT that Jaguar has ever built. The Jaguar XF 12 model year line-up included a new four- cylinder 2.2-litre diesel version of the XF with Intelligent Stop-Start Technology, making it the most fuel-efficient Jaguar yet.

A 3.0-litre V6 petrol engine of the Jaguar XJ was launched in the Chinese market in early 2011, which has driven sales growth in the year. During the year, the XJ was upgraded to include a new Executive Package and a Rear Seat Comfort package, making Jaguar's flagship model, the ultimate executive limousine experience.

Showcased the Jaguar C-X16 concept car at the New York Auto Show. This will be the basis of the new F-type, a two-seater sports car due for launch in 2013.

The 2012 Model Year Range Rover, with an all-new 4.4-litre TDV8 engine, aiming to achieve a 14% reduction in CO2 emissions and a 19% improvement in fuel consumption to 7.81L/100km, was well received in the UK, Europe and overseas.

Development of Environment Friendly Technologies

The Indigo Manza hybrid, powered by a 1.05 litre DICOR engine and potent electric motors, has a focus on drivability and usable performance in the real world.

The Tata Nano CNG concept was displayed at the Auto Expo with world class safety strategies and an intelligently packaged CNG system so as not to disturb luggage space.

A CNG variant of the Magic Iris - a stylish, comfortable and environment friendly vehicle was displayed at the Auto Expo.

The Tata Starbus Fuel cell concept, a path breaking initiative in alternate fuel technology, was developed with the support from the Government of India's Department for Scientific and Industrial Research. In this concept, compressed hydrogen combines with oxygen to generate electricity, which is used to power the vehicles motor and emits only water vapour.

The all-aluminium Jaguar XJ 3.0 V6 twin-turbo diesel has

CO2 emissions rated at 184g/km

The Freelander 2 features a new eD4 diesel engine capable of 4.98L/100km and CO emissions of 158g/km in 2WD.

SUBSIDIARY AND ASSOCIATE COMPANIES

Tata Motors announces consolidated financial results on a quarterly basis. As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements of the Tata Motors Group are attached.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 (Act), the Ministry of Corporate Affairs vide its Genera Circular No 2/2011 dated February 8, 2011, has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212 of the Act, which requires the attaching of the Balance Sheet, Profit & Loss Account and other documents of its subsidiary companies to its Balance Sheet. Accordingly, the said documents are not being included in this Annual Report. The main financial summaries of the subsidiary companies are provided under the section 'Subsidiary Companies: Financial Highlights for FY 2011-12' in the Annual Report. The Company will make available the said annual accounts and related detailed information of the subsidiary companies upon the request by any member of the Company or its subsidiary companies. These accounts will also be kept open for inspection by any member at the Head Office of the Company and the subsidiary companies.

Subsidiary Companies

Tata Motors had 64 (direct and indirect) subsidiaries (9 in India and 55 abroad) as on March 31, 2012, as disclosed in the accounts. During the year, the following changes have taken place in subsidiary companies:

Subsidiary companies formed/acquired

Jaguar Land Rover (South Africa) Holdings Limited - a wholly-owned subsidiary of Jaguar Land Rover.

PT Tata Motors Indonesia - a wholly owned subsidiary of Tata Motors Limited.

Companies ceasing to be subsidiary companies

HV Transmissions Limited was amalgamated with TML Drivelines Limited (formerly known as HV Axles Limited).

Land Rover Parts US LLC was dissolved.

Land Rover Deutschland GmbH was merged into Jaguar Deutschland GmBH.

Jaguar Italia SpA was merged into Land Rover Italia.

Business of Land Rover Exports Ltd was transferred to Jaguar Land Rover Exports Ltd.

Name changes

HV Axles Limited to TML Drivelines Limited.

Jaguar Land Rover Limited to Jaguar Land Rover plc.

Jaguar Deutschland GmbH to Jaguar Land Rover Deutschland.

Land Rover Italia SpA to Jaguar Land Rover Italia SpA.

Jaguar Cars Exports Ltd to Jaguar Land Rover Exports Limited.

Other than the above there has been no material change in the nature of the business of the subsidiary companies.

Associate companies

As at March 31, 2012, Tata Motors had 9 associate companies and 2 Joint Ventures as disclosed in the accounts.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Details of energy conservation and research and development activities undertaken by the Tata Motors alongwith the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as an Annexure to the Directors' Report.

DIRECTORS

Mr Cyrus P Mistry was appointed as an Additional Director on May 29, 2012 and Mr Ravindra Pisharody and Mr Satish Borwankar were appointed as Additional Directors on June 21, 2012. In accordance with Section 260 of the Companies Act, 1956 (the Act) and Article 132 of the Company's Articles of Association, they will cease to hold office at the forthcoming Annual General Meeting and are eligible for appointment. M/s Pisharody and Borwankar were also appointed as Executive Director (Commercial Vehicles) and Executive Director (Quality, Vendor Development & Strategic Sourcing) respectively of the Company for a period of 5 years with effect from June 21, 2012, subject to the approval of the Members. In accordance with the provisions of the Act and the Article of Association of the Company, M/s N Munjee, S Bhargava and V K Jairath are liable to retire by rotation and are eligible for re-appointment.

Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

Mr Ratan N Tata was nominated by Tata Steel as 'the Steel Director' on August 11, 2011 pursuant to Article 127 of the Company's Articles of Association in place of Dr J J Irani who retired on June 2, 2011.

Mr Carl P Forster stepped down as the Managing Director and Group CEO on September 9, 2011, but continued to serve the Board as a Non-Executive Member till March 31, 2012.

Mr Prakash M Telang, Managing Director - India Operations, retired from the Company on June 21, 2012, on attaining the age of superannuation and stepped down from the Board of the Company. The Board of Directors expressed appreciation of the contributions made by Mr Telang over the years to the development and growth of the Company.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of

the Directors' Report and the certificate from the Practicing Company Secretary confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report. Tata Motors won "the Golden Peacock Award for Excellence in Corporate Governance" in 2011.

PARTICULARS OF EMPLOYEES

Tata Motors has 103 employees who were in receipt of remuneration of not less than Rs.60 lakhs during the year or Rs.5 lakhs per month during any part of the said year. The Information required under Section 217(2A) of the Companies Act, 1956 and the Rules made there under is provided in the Annexure forming part of the Report. In terms of Section 219(1)(b)(iv) of the Act, 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.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

A separate section on initiatives taken by the Tata Motors Group to fulfill its Corporate Social Responsibilities is included in the Annual Report.

AUDIT

M/s Deloitte Haskins & Sells (DHS), Registration No. 117366W, who are the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2012-13. DHS have, under Section 224(1) of the Act, furnished a certificate of their eligibility for re-appointment.

Cost Audit

As per the requirement of the Central Government and pursuant to Section 233B of the Act, the audit of the cost accounts relating to motor vehicles is carried out every year. Pursuant to the approval of Ministry of Corporate Affairs, M/s Mani & Co. having registration No. 00004 were appointed as the Cost Auditors for auditing the Company's cost accounts relating to motor vehicles (including auto components), foundry and forge for the year ended March 31, 2012.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Act, the Directors, based on the representation received from the Operating Management, confirm that:- - in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

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

- 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 Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company's employees for their enormous personal efforts as well as their collective contribution to the Company's performance. The Directors would also like to thank the employee unions, shareholders, fixed deposit holders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

On behalf of the Board of Directors

RATAN N TATA

Chairman

Mumbai, June 21, 2012

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Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

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Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

---

Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

---

Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

---

Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

---

Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

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Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

---

Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

---

Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

---

Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

---

Mar 31, 2012

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

(Amount in Rs. Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62



2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and off shoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:

EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:

ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:

PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend of Rs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

4. BUSINESS OUTLOOK

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

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

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company''s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

7. CORPORATE SUSTAINABILITY

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

8. QUALITY INITIATIVES

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies.The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from''Early Improvements (351-450)Rs. in 2010 to ''Good Performance (451-500)''

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company''s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company - Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations:

Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally.

The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company''s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company''s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company''s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:

The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration - aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):

The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the Gem Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ''mySkills'' were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:

Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

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

10. SUBSIDIARY COMPANIES AND JOINTVENTURE

The Company had eight subsidiary companies as on March 31, 2012.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%.The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached as part of the report.

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

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

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

13. INTERNAL AUDITORS

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

17. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

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

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

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

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

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

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

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

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

(Amount in Rs. Crore)

Particulars 2011- 12 2010 - 11

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56



19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGMENTS

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

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

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

On behalf of the Board of Directors

Date: May 8, 2012 S RAMADORAI

Place: Mumbai Chairman

---

Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

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

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

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

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

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

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

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

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

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

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

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

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

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

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

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

7. CORPORATE SUSTAINABILITY

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

A. Environment:

- Recycling of waste- Water

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

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

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

- Exhibition of products made by Blind School Girls:

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

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

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

C. Economic Talent Development:

- Ready Engineer:

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

- First Book - putting books into the hands of children: North America

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

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

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

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

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

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

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

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

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

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

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

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

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

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

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

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

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

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

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

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

14. PUBLIC DEPOSITS

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

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

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

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

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

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

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

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

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

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGEMENTS

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

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

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

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

---

Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

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

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

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

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

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

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

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

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

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

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

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

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

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

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

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

7. CORPORATE SUSTAINABILITY

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

A. Environment:

- Recycling of waste- Water

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

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

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

- Exhibition of products made by Blind School Girls:

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

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

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

C. Economic Talent Development:

- Ready Engineer:

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

- First Book - putting books into the hands of children: North America

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

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

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

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

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

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

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

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

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

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

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

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

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

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

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

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

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

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

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

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

14. PUBLIC DEPOSITS

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

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

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

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

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

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

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

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

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

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGEMENTS

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

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

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

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

---

Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

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

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

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

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

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

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

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

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

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

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

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

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

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

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

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

7. CORPORATE SUSTAINABILITY

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

A. Environment:

- Recycling of waste- Water

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

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

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

- Exhibition of products made by Blind School Girls:

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

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

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

C. Economic Talent Development:

- Ready Engineer:

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

- First Book - putting books into the hands of children: North America

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

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

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

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

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

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

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

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

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

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

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

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

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

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

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

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

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

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

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

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

14. PUBLIC DEPOSITS

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

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

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

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

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

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

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

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

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

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGEMENTS

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

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

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

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

---

Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

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

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

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

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

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

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

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

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

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

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

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

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

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

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

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

7. CORPORATE SUSTAINABILITY

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

A. Environment:

- Recycling of waste- Water

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

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

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

- Exhibition of products made by Blind School Girls:

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

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

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

C. Economic Talent Development:

- Ready Engineer:

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

- First Book - putting books into the hands of children: North America

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

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

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

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

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

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

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

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

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

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

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

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

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

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

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

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

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

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

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

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

14. PUBLIC DEPOSITS

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

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

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

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

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

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

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

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

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

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGEMENTS

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

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

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

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

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Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

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

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

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

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

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

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

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

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

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

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

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

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

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

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

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

7. CORPORATE SUSTAINABILITY

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

A. Environment:

- Recycling of waste- Water

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

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

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

- Exhibition of products made by Blind School Girls:

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

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

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

C. Economic Talent Development:

- Ready Engineer:

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

- First Book - putting books into the hands of children: North America

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

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

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

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

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

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

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

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

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

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

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

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

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

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

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

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

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

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

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

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

14. PUBLIC DEPOSITS

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

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

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

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

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

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

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

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

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

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGEMENTS

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

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

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

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

---

Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

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

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

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

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

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

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

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

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

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

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

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

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

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

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

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

7. CORPORATE SUSTAINABILITY

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

A. Environment:

- Recycling of waste- Water

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

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

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

- Exhibition of products made by Blind School Girls:

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

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

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

C. Economic Talent Development:

- Ready Engineer:

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

- First Book - putting books into the hands of children: North America

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

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

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

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

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

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

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

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

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

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

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

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

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

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

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

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

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

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

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

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

14. PUBLIC DEPOSITS

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

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

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

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

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

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

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

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

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

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGEMENTS

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

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

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

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

---

Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

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

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

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

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

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

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

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

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

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

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

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

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

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

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

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

7. CORPORATE SUSTAINABILITY

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

A. Environment:

- Recycling of waste- Water

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

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

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

- Exhibition of products made by Blind School Girls:

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

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

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

C. Economic Talent Development:

- Ready Engineer:

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

- First Book - putting books into the hands of children: North America

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

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

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

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

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

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

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

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

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

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

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

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

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

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

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

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

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

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

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

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

14. PUBLIC DEPOSITS

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

15. PARTICULARS OF EMPLOYEES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

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

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

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

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

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

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

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

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

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

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

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

20. ACKNOWLEDGEMENTS

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

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

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

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

---

Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

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

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

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

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

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

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

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

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

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

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

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

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

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

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

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

7. CORPORATE SUSTAINABILITY

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

A. Environment:

- Recycling of waste- Water

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

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

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

- Exhibition of products made by Blind School Girls:

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

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

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

C. Economic Talent Development:

- Ready Engineer:

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

- First Book - putting books into the hands of children: North America

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

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

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

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

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

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

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

The main delivery location in Hinjawadi, Pune went through the mandatory surveillance audit of the Information Security Management System (ISMS) and retained its ISO 27001 Certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

A significant process initiative has been the establishment of the Global Engagement Model (GEM) which is a consolidation of best practices from locations around the world. Following the "Bid Response" phase, the "Delivery" module is now implemented in over 80 projects. GEM helps present a consistent, "common face" of the Company to the customer.

The quality standards have been revised to ISO 9001:2008 and AS 9100 C. Preparatory work including review and revision of the QMS, up gradation of internal auditors, training and workshops have been initiated towards meeting the goal of renewal of certifications to the revised standards in July 2011.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

IT Service Operations: A state of the art global datacenter was built in the Hinjawadi delivery center providing improved uptime and reliability to its customer/internal systems. The datacenter adopted a "Green IT" philosophy, with over 70% physical servers virtualized (consolidated) across North America, Europe and Asia-Pacific. The initiative achieved reduction in software licensing, space, power & cooling requirements while also providing higher performance and reliability. To maximize personal productivity of its employees through better collaboration, the Company is consolidating its two major domain/ email systems to a single platform. The Company also launched a Software Asset Management (SAM) initiative to streamline and govern its Engineering and other IT software assets across territories. In addition to cost reductions through better utilization (software re-harvesting) – the processes adopted are part of the global ISO 19770 standards.

IT Service Delivery: The Company matured its global process deployments across its major process areas along with the associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance and Decision Making/Analytics).

The Customer Relationship Management (CRM) system matured across all territories/countries with process and technology improvements across areas such as Quoting, Pre-Sales, Sales-Delivery Integration and Visibility to Customer Billing & Payables. Adoption of the GEM-iT systems was enhanced in the key Delivery Centers. SAP was further leveraged to further streamline processes such as Credit Management, Product Sales Orders and Profitability Analysis. The Company also deployed SAP in Mexico, making SAP as the core ERP system across every Tata Technologies entity. The SAP ERP platform was upgraded to the new ECC 6.0 leveraging associated functionality and performance improvements. The Company also deployed an integrated system to better refine employee Skills (my Skills) as part of its Competency Assessment efforts.

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

The Company continues to adopt Information Technology Infrastructure Library (ITIL) as its Service Delivery Framework for all internal operations and to adopt an IT Steering Committee governance framework to prioritize requirements across all parts of its business while ensuring return of its IT investments.

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr.S Ramadorai and Mr.P P Kadle are liable to retire by rotation and being eligible offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

To implement a robust framework in the Company, during the year, the Company has appointed M/s Ernst & Young as Internal Auditors of the Company to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2011.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. To scale Tata Technologies, to rapidly respond, to manage risk, to position the Company for long-term sustainability, to diversify the Company''s business into new industry verticals, geographies and new lines of service, the Company''s Engineering teams have been working with automotive, aerospace, industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The Company has identified innovation as key to its survival and success. It holds an annual innovation contest to stimulate and support innovation. Efforts continue to make innovation a key component in all the domain areas.

Complete Automobile Vehicle Engineering: The Company has capability to engineer and deliver complete vehicles, from concept to production to continuous engineering while the vehicle is in service.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, up gradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the Government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

---

Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

With the rapidly changing and uncertain macro-economic scenario, customer demands and expectations have also changed. Customers are maintaining a cautious approach when spending money on their IT & Engineering requirements. They are also looking for optimum utilization of that money by deriving maximum value in the products and solutions offered. This has emphasized the need for transformation in business models and service delivery, while bringing in more flexibility. The industry is looking to diversify beyond its key offerings and markets, defining new business and pricing models, transforming the delivery process through technology innovation and thus ensuring cost efficiency.

With increased focus on improving productivity and controlling costs while increasing the offshore revenue, the Company has been able to improve the EBITDA margins.

In the coming years, the Company will continue to improve on the parameters specifically focusing on Fixed Price based revenues, reduced rework efforts, increased zero defect deliveries to the customer, increased usage of automation tools and increased customer satisfaction rating among others.

Offshore business margins are significantly higher than other forms of service delivery. The Company has been continuously focusing on increasing its revenue share of offshore business which will help in improving EBIDTA margins.

Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

Changes in Share Capital after the Financial Year: The Company has allotted 37,46,505 (8.73% of total Equity Capital) and 18,73,253 (4.36% of total Equity Capital) fully paid Equity Shares at Rs.251.0072/- per share to Alpha TC Holdings Pte. Ltd. and Tata Trustee Company Ltd. - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. The members of the Company accorded their approval for the preferential allotment at their EGM held on April 30, 2011.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

The core components of the Company''s HR strategy include: attracting & retaining the best talent, building the capability of its employees for growth and sustenance of the business and enhancing the engagement of its workforce thereby becoming an employer of choice.

The Company''s recruitment strategy ensured that employee addition was clearly aligned to business demand. During the period, the Company added 569 employees overall, increasing its total strength beyond 4,600 employees across all geographies. More than 16% of new hires were selected from premium campuses across India. The attrition rate for FY11 was 18.3% on a global basis and 15.6% in India, which was below industry level. The percentage of women working for the Company is 12% globally.

The training programs at the entry level as well as the continuous learning programs have been enhanced to ensure that the Company has the right competencies in its workforce.

Overall, 16,103 learning days were invested towards development in key technology areas and 2,233 employees at various levels attended training programs. The Supervisory Development program and LEAD program enables identification and development of leaders in junior and middle management. To augment the workforce learning initiative and reach out to the global employee base, "iGETIT®" web based interactive self-paced learning tool has been deployed. "MySkills" an initiative to capture and enhance the skills and competencies of employees has been undertaken which will enable the Organization to build its capabilities aligned to customers'' requirements.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''Cohesion'' (engagement survey conducted globally by Gallup once in two years), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners. Leadership stays in touch with employees through skill level meetings and Employee Briefing sessions (held simultaneously across all geographies and locations). These sessions are coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

The Company fosters a high performance culture through various workforce practices like the Talent Pool program, the web enabled global application viz. Performance Assessment & Competency Enhancement process etc. which distinguish and recognize high performers. The Talent Pool process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth. The Company also provides structured feedback and development through Performance Improvement Plan for those requiring enhancements in their performance. The Reward & Recognition program rolled out globally has been a major success factor in the Company''s employee motivational initiatives.

7. CORPORATE SUSTAINABILITY

The Company is embarking on the journey from Corporate Social Responsibility (CSR) to Corporate Sustainability Program (CSP) to achieve its mission to make a positive difference in the communities in which the Company does business and to support select programs, outreach efforts and initiatives that improve and enhance the quality of life. During the year, the Company has taken following initiatives to achieve its mission:

A. Environment:

- Recycling of waste- Water

The Company uses 80,000 to 1,00,000 liters of water per day for human consumption at its Hinjawadi office. During the year, the Company reused/recycled this water resulting in saving of about 50,000 to 60,000 liters per day. The reused/recycled water is used for other purposes like gardening, watering trees, vehicle washing purposes etc.

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

During the year, the Company organized blood donation drives at various locations and donated 378 units of blood.

- Exhibition of products made by Blind School Girls:

The Company organized an Exhibition, at the time of Diwali and X-Mas, of hand made products like greeting cards, candles, jewelry etc. made by Blind students.

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

The Company raised funds for charity by launching a series of daily online World Cup related quizzes for employees and the entry fee generated was donated for supporting underprivileged children. The winners of the quiz received artwork created by those children as a prize.

C. Economic Talent Development:

- Ready Engineer:

The Company has started a ''Ready Engineer TM'' program during the year with a goal to meet the engineering industry''s demand for employable engineers and bridge the industry- institute gap with direct intervention. The program provides voluntary classroom based, industry-focused engineering training to engineering students. Initially 120 students, from two colleges, will be beneficiaries of this program.

- First Book - putting books into the hands of children: North America

First Book, in North America, is a Tata Sons partnership that promotes literacy, by providing at no cost, books to underprivileged elementary school children throughout the United States. First Book has distributed more than 70 million free and low cost books in thousands of communities till date. The Company donated 740 books to Garfield Elementary School in Livonia and further plans to give away 40,000 books across the country in partnership with Tata Sons.

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. The Company participated in the Tata Business Excellence Model (TBEM) external assessment in 2010 as a single organization representing all its geographies. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey with an improvement of 26 points over 2009 TBEM score.

The Company intends to move further up on the score band in the 2011 external assessment. A detailed action plan is made based on the outcomes of the assessment, which is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office.

The Quality Management System (QMS) has been implemented in the major delivery centers of Tata Technologies - Hinjawadi and Bangalore. Management processes and support function processes successfully cleared the mandatory surveillance audits to the quality standards AS 9100:B and ISO 9001: 2000.

The Company initiated extension of the best practices and global processes established through the QMS to other locations including onsite component of projects in Europe. Workshops were held for senior management and those managing onsite activities of projects. "Hands on" training was provided to onsite coordinators. This is a critical link in streamlining global business processes leading to significant benefits to the customers, the organization and employees.

To help streamline the Company''s operations in the Thailand Delivery center, the QMS was extended to this location. This center, which caters to the Asia Pacific operations outside India will soon go for ISO 9001:2008 Certification.

The main delivery location in Hinjawadi, Pune went through the mandatory surveillance audit of the Information Security Management System (ISMS) and retained its ISO 27001 Certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

A significant process initiative has been the establishment of the Global Engagement Model (GEM) which is a consolidation of best practices from locations around the world. Following the "Bid Response" phase, the "Delivery" module is now implemented in over 80 projects. GEM helps present a consistent, "common face" of the Company to the customer.

The quality standards have been revised to ISO 9001:2008 and AS 9100 C. Preparatory work including review and revision of the QMS, up gradation of internal auditors, training and workshops have been initiated towards meeting the goal of renewal of certifications to the revised standards in July 2011.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

IT Service Operations: A state of the art global datacenter was built in the Hinjawadi delivery center providing improved uptime and reliability to its customer/internal systems. The datacenter adopted a "Green IT" philosophy, with over 70% physical servers virtualized (consolidated) across North America, Europe and Asia-Pacific. The initiative achieved reduction in software licensing, space, power & cooling requirements while also providing higher performance and reliability. To maximize personal productivity of its employees through better collaboration, the Company is consolidating its two major domain/ email systems to a single platform. The Company also launched a Software Asset Management (SAM) initiative to streamline and govern its Engineering and other IT software assets across territories. In addition to cost reductions through better utilization (software re-harvesting) – the processes adopted are part of the global ISO 19770 standards.

IT Service Delivery: The Company matured its global process deployments across its major process areas along with the associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance and Decision Making/Analytics).

The Customer Relationship Management (CRM) system matured across all territories/countries with process and technology improvements across areas such as Quoting, Pre-Sales, Sales-Delivery Integration and Visibility to Customer Billing & Payables. Adoption of the GEM-iT systems was enhanced in the key Delivery Centers. SAP was further leveraged to further streamline processes such as Credit Management, Product Sales Orders and Profitability Analysis. The Company also deployed SAP in Mexico, making SAP as the core ERP system across every Tata Technologies entity. The SAP ERP platform was upgraded to the new ECC 6.0 leveraging associated functionality and performance improvements. The Company also deployed an integrated system to better refine employee Skills (my Skills) as part of its Competency Assessment efforts.

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

The Company continues to adopt Information Technology Infrastructure Library (ITIL) as its Service Delivery Framework for all internal operations and to adopt an IT Steering Committee governance framework to prioritize requirements across all parts of its business while ensuring return of its IT investments.

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr.S Ramadorai and Mr.P P Kadle are liable to retire by rotation and being eligible offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

To implement a robust framework in the Company, during the year, the Company has appointed M/s Ernst & Young as Internal Auditors of the Company to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2011.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. To scale Tata Technologies, to rapidly respond, to manage risk, to position the Company for long-term sustainability, to diversify the Company''s business into new industry verticals, geographies and new lines of service, the Company''s Engineering teams have been working with automotive, aerospace, industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The Company has identified innovation as key to its survival and success. It holds an annual innovation contest to stimulate and support innovation. Efforts continue to make innovation a key component in all the domain areas.

Complete Automobile Vehicle Engineering: The Company has capability to engineer and deliver complete vehicles, from concept to production to continuous engineering while the vehicle is in service.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, up gradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the Government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

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Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

With the rapidly changing and uncertain macro-economic scenario, customer demands and expectations have also changed. Customers are maintaining a cautious approach when spending money on their IT & Engineering requirements. They are also looking for optimum utilization of that money by deriving maximum value in the products and solutions offered. This has emphasized the need for transformation in business models and service delivery, while bringing in more flexibility. The industry is looking to diversify beyond its key offerings and markets, defining new business and pricing models, transforming the delivery process through technology innovation and thus ensuring cost efficiency.

With increased focus on improving productivity and controlling costs while increasing the offshore revenue, the Company has been able to improve the EBITDA margins.

In the coming years, the Company will continue to improve on the parameters specifically focusing on Fixed Price based revenues, reduced rework efforts, increased zero defect deliveries to the customer, increased usage of automation tools and increased customer satisfaction rating among others.

Offshore business margins are significantly higher than other forms of service delivery. The Company has been continuously focusing on increasing its revenue share of offshore business which will help in improving EBIDTA margins.

Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

Changes in Share Capital after the Financial Year: The Company has allotted 37,46,505 (8.73% of total Equity Capital) and 18,73,253 (4.36% of total Equity Capital) fully paid Equity Shares at Rs.251.0072/- per share to Alpha TC Holdings Pte. Ltd. and Tata Trustee Company Ltd. - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. The members of the Company accorded their approval for the preferential allotment at their EGM held on April 30, 2011.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

The core components of the Company''s HR strategy include: attracting & retaining the best talent, building the capability of its employees for growth and sustenance of the business and enhancing the engagement of its workforce thereby becoming an employer of choice.

The Company''s recruitment strategy ensured that employee addition was clearly aligned to business demand. During the period, the Company added 569 employees overall, increasing its total strength beyond 4,600 employees across all geographies. More than 16% of new hires were selected from premium campuses across India. The attrition rate for FY11 was 18.3% on a global basis and 15.6% in India, which was below industry level. The percentage of women working for the Company is 12% globally.

The training programs at the entry level as well as the continuous learning programs have been enhanced to ensure that the Company has the right competencies in its workforce.

Overall, 16,103 learning days were invested towards development in key technology areas and 2,233 employees at various levels attended training programs. The Supervisory Development program and LEAD program enables identification and development of leaders in junior and middle management. To augment the workforce learning initiative and reach out to the global employee base, "iGETIT®" web based interactive self-paced learning tool has been deployed. "MySkills" an initiative to capture and enhance the skills and competencies of employees has been undertaken which will enable the Organization to build its capabilities aligned to customers'' requirements.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''Cohesion'' (engagement survey conducted globally by Gallup once in two years), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners. Leadership stays in touch with employees through skill level meetings and Employee Briefing sessions (held simultaneously across all geographies and locations). These sessions are coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

The Company fosters a high performance culture through various workforce practices like the Talent Pool program, the web enabled global application viz. Performance Assessment & Competency Enhancement process etc. which distinguish and recognize high performers. The Talent Pool process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth. The Company also provides structured feedback and development through Performance Improvement Plan for those requiring enhancements in their performance. The Reward & Recognition program rolled out globally has been a major success factor in the Company''s employee motivational initiatives.

7. CORPORATE SUSTAINABILITY

The Company is embarking on the journey from Corporate Social Responsibility (CSR) to Corporate Sustainability Program (CSP) to achieve its mission to make a positive difference in the communities in which the Company does business and to support select programs, outreach efforts and initiatives that improve and enhance the quality of life. During the year, the Company has taken following initiatives to achieve its mission:

A. Environment:

- Recycling of waste- Water

The Company uses 80,000 to 1,00,000 liters of water per day for human consumption at its Hinjawadi office. During the year, the Company reused/recycled this water resulting in saving of about 50,000 to 60,000 liters per day. The reused/recycled water is used for other purposes like gardening, watering trees, vehicle washing purposes etc.

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

During the year, the Company organized blood donation drives at various locations and donated 378 units of blood.

- Exhibition of products made by Blind School Girls:

The Company organized an Exhibition, at the time of Diwali and X-Mas, of hand made products like greeting cards, candles, jewelry etc. made by Blind students.

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

The Company raised funds for charity by launching a series of daily online World Cup related quizzes for employees and the entry fee generated was donated for supporting underprivileged children. The winners of the quiz received artwork created by those children as a prize.

C. Economic Talent Development:

- Ready Engineer:

The Company has started a ''Ready Engineer TM'' program during the year with a goal to meet the engineering industry''s demand for employable engineers and bridge the industry- institute gap with direct intervention. The program provides voluntary classroom based, industry-focused engineering training to engineering students. Initially 120 students, from two colleges, will be beneficiaries of this program.

- First Book - putting books into the hands of children: North America

First Book, in North America, is a Tata Sons partnership that promotes literacy, by providing at no cost, books to underprivileged elementary school children throughout the United States. First Book has distributed more than 70 million free and low cost books in thousands of communities till date. The Company donated 740 books to Garfield Elementary School in Livonia and further plans to give away 40,000 books across the country in partnership with Tata Sons.

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. The Company participated in the Tata Business Excellence Model (TBEM) external assessment in 2010 as a single organization representing all its geographies. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey with an improvement of 26 points over 2009 TBEM score.

The Company intends to move further up on the score band in the 2011 external assessment. A detailed action plan is made based on the outcomes of the assessment, which is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office.

The Quality Management System (QMS) has been implemented in the major delivery centers of Tata Technologies - Hinjawadi and Bangalore. Management processes and support function processes successfully cleared the mandatory surveillance audits to the quality standards AS 9100:B and ISO 9001: 2000.

The Company initiated extension of the best practices and global processes established through the QMS to other locations including onsite component of projects in Europe. Workshops were held for senior management and those managing onsite activities of projects. "Hands on" training was provided to onsite coordinators. This is a critical link in streamlining global business processes leading to significant benefits to the customers, the organization and employees.

To help streamline the Company''s operations in the Thailand Delivery center, the QMS was extended to this location. This center, which caters to the Asia Pacific operations outside India will soon go for ISO 9001:2008 Certification.

The main delivery location in Hinjawadi, Pune went through the mandatory surveillance audit of the Information Security Management System (ISMS) and retained its ISO 27001 Certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

A significant process initiative has been the establishment of the Global Engagement Model (GEM) which is a consolidation of best practices from locations around the world. Following the "Bid Response" phase, the "Delivery" module is now implemented in over 80 projects. GEM helps present a consistent, "common face" of the Company to the customer.

The quality standards have been revised to ISO 9001:2008 and AS 9100 C. Preparatory work including review and revision of the QMS, up gradation of internal auditors, training and workshops have been initiated towards meeting the goal of renewal of certifications to the revised standards in July 2011.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

IT Service Operations: A state of the art global datacenter was built in the Hinjawadi delivery center providing improved uptime and reliability to its customer/internal systems. The datacenter adopted a "Green IT" philosophy, with over 70% physical servers virtualized (consolidated) across North America, Europe and Asia-Pacific. The initiative achieved reduction in software licensing, space, power & cooling requirements while also providing higher performance and reliability. To maximize personal productivity of its employees through better collaboration, the Company is consolidating its two major domain/ email systems to a single platform. The Company also launched a Software Asset Management (SAM) initiative to streamline and govern its Engineering and other IT software assets across territories. In addition to cost reductions through better utilization (software re-harvesting) – the processes adopted are part of the global ISO 19770 standards.

IT Service Delivery: The Company matured its global process deployments across its major process areas along with the associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance and Decision Making/Analytics).

The Customer Relationship Management (CRM) system matured across all territories/countries with process and technology improvements across areas such as Quoting, Pre-Sales, Sales-Delivery Integration and Visibility to Customer Billing & Payables. Adoption of the GEM-iT systems was enhanced in the key Delivery Centers. SAP was further leveraged to further streamline processes such as Credit Management, Product Sales Orders and Profitability Analysis. The Company also deployed SAP in Mexico, making SAP as the core ERP system across every Tata Technologies entity. The SAP ERP platform was upgraded to the new ECC 6.0 leveraging associated functionality and performance improvements. The Company also deployed an integrated system to better refine employee Skills (my Skills) as part of its Competency Assessment efforts.

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

The Company continues to adopt Information Technology Infrastructure Library (ITIL) as its Service Delivery Framework for all internal operations and to adopt an IT Steering Committee governance framework to prioritize requirements across all parts of its business while ensuring return of its IT investments.

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr.S Ramadorai and Mr.P P Kadle are liable to retire by rotation and being eligible offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

To implement a robust framework in the Company, during the year, the Company has appointed M/s Ernst & Young as Internal Auditors of the Company to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2011.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. To scale Tata Technologies, to rapidly respond, to manage risk, to position the Company for long-term sustainability, to diversify the Company''s business into new industry verticals, geographies and new lines of service, the Company''s Engineering teams have been working with automotive, aerospace, industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The Company has identified innovation as key to its survival and success. It holds an annual innovation contest to stimulate and support innovation. Efforts continue to make innovation a key component in all the domain areas.

Complete Automobile Vehicle Engineering: The Company has capability to engineer and deliver complete vehicles, from concept to production to continuous engineering while the vehicle is in service.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, up gradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the Government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

---

Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

With the rapidly changing and uncertain macro-economic scenario, customer demands and expectations have also changed. Customers are maintaining a cautious approach when spending money on their IT & Engineering requirements. They are also looking for optimum utilization of that money by deriving maximum value in the products and solutions offered. This has emphasized the need for transformation in business models and service delivery, while bringing in more flexibility. The industry is looking to diversify beyond its key offerings and markets, defining new business and pricing models, transforming the delivery process through technology innovation and thus ensuring cost efficiency.

With increased focus on improving productivity and controlling costs while increasing the offshore revenue, the Company has been able to improve the EBITDA margins.

In the coming years, the Company will continue to improve on the parameters specifically focusing on Fixed Price based revenues, reduced rework efforts, increased zero defect deliveries to the customer, increased usage of automation tools and increased customer satisfaction rating among others.

Offshore business margins are significantly higher than other forms of service delivery. The Company has been continuously focusing on increasing its revenue share of offshore business which will help in improving EBIDTA margins.

Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

Changes in Share Capital after the Financial Year: The Company has allotted 37,46,505 (8.73% of total Equity Capital) and 18,73,253 (4.36% of total Equity Capital) fully paid Equity Shares at Rs.251.0072/- per share to Alpha TC Holdings Pte. Ltd. and Tata Trustee Company Ltd. - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. The members of the Company accorded their approval for the preferential allotment at their EGM held on April 30, 2011.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

The core components of the Company''s HR strategy include: attracting & retaining the best talent, building the capability of its employees for growth and sustenance of the business and enhancing the engagement of its workforce thereby becoming an employer of choice.

The Company''s recruitment strategy ensured that employee addition was clearly aligned to business demand. During the period, the Company added 569 employees overall, increasing its total strength beyond 4,600 employees across all geographies. More than 16% of new hires were selected from premium campuses across India. The attrition rate for FY11 was 18.3% on a global basis and 15.6% in India, which was below industry level. The percentage of women working for the Company is 12% globally.

The training programs at the entry level as well as the continuous learning programs have been enhanced to ensure that the Company has the right competencies in its workforce.

Overall, 16,103 learning days were invested towards development in key technology areas and 2,233 employees at various levels attended training programs. The Supervisory Development program and LEAD program enables identification and development of leaders in junior and middle management. To augment the workforce learning initiative and reach out to the global employee base, "iGETIT®" web based interactive self-paced learning tool has been deployed. "MySkills" an initiative to capture and enhance the skills and competencies of employees has been undertaken which will enable the Organization to build its capabilities aligned to customers'' requirements.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''Cohesion'' (engagement survey conducted globally by Gallup once in two years), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners. Leadership stays in touch with employees through skill level meetings and Employee Briefing sessions (held simultaneously across all geographies and locations). These sessions are coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

The Company fosters a high performance culture through various workforce practices like the Talent Pool program, the web enabled global application viz. Performance Assessment & Competency Enhancement process etc. which distinguish and recognize high performers. The Talent Pool process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth. The Company also provides structured feedback and development through Performance Improvement Plan for those requiring enhancements in their performance. The Reward & Recognition program rolled out globally has been a major success factor in the Company''s employee motivational initiatives.

7. CORPORATE SUSTAINABILITY

The Company is embarking on the journey from Corporate Social Responsibility (CSR) to Corporate Sustainability Program (CSP) to achieve its mission to make a positive difference in the communities in which the Company does business and to support select programs, outreach efforts and initiatives that improve and enhance the quality of life. During the year, the Company has taken following initiatives to achieve its mission:

A. Environment:

- Recycling of waste- Water

The Company uses 80,000 to 1,00,000 liters of water per day for human consumption at its Hinjawadi office. During the year, the Company reused/recycled this water resulting in saving of about 50,000 to 60,000 liters per day. The reused/recycled water is used for other purposes like gardening, watering trees, vehicle washing purposes etc.

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

During the year, the Company organized blood donation drives at various locations and donated 378 units of blood.

- Exhibition of products made by Blind School Girls:

The Company organized an Exhibition, at the time of Diwali and X-Mas, of hand made products like greeting cards, candles, jewelry etc. made by Blind students.

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

The Company raised funds for charity by launching a series of daily online World Cup related quizzes for employees and the entry fee generated was donated for supporting underprivileged children. The winners of the quiz received artwork created by those children as a prize.

C. Economic Talent Development:

- Ready Engineer:

The Company has started a ''Ready Engineer TM'' program during the year with a goal to meet the engineering industry''s demand for employable engineers and bridge the industry- institute gap with direct intervention. The program provides voluntary classroom based, industry-focused engineering training to engineering students. Initially 120 students, from two colleges, will be beneficiaries of this program.

- First Book - putting books into the hands of children: North America

First Book, in North America, is a Tata Sons partnership that promotes literacy, by providing at no cost, books to underprivileged elementary school children throughout the United States. First Book has distributed more than 70 million free and low cost books in thousands of communities till date. The Company donated 740 books to Garfield Elementary School in Livonia and further plans to give away 40,000 books across the country in partnership with Tata Sons.

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. The Company participated in the Tata Business Excellence Model (TBEM) external assessment in 2010 as a single organization representing all its geographies. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey with an improvement of 26 points over 2009 TBEM score.

The Company intends to move further up on the score band in the 2011 external assessment. A detailed action plan is made based on the outcomes of the assessment, which is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office.

The Quality Management System (QMS) has been implemented in the major delivery centers of Tata Technologies - Hinjawadi and Bangalore. Management processes and support function processes successfully cleared the mandatory surveillance audits to the quality standards AS 9100:B and ISO 9001: 2000.

The Company initiated extension of the best practices and global processes established through the QMS to other locations including onsite component of projects in Europe. Workshops were held for senior management and those managing onsite activities of projects. "Hands on" training was provided to onsite coordinators. This is a critical link in streamlining global business processes leading to significant benefits to the customers, the organization and employees.

To help streamline the Company''s operations in the Thailand Delivery center, the QMS was extended to this location. This center, which caters to the Asia Pacific operations outside India will soon go for ISO 9001:2008 Certification.

The main delivery location in Hinjawadi, Pune went through the mandatory surveillance audit of the Information Security Management System (ISMS) and retained its ISO 27001 Certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

A significant process initiative has been the establishment of the Global Engagement Model (GEM) which is a consolidation of best practices from locations around the world. Following the "Bid Response" phase, the "Delivery" module is now implemented in over 80 projects. GEM helps present a consistent, "common face" of the Company to the customer.

The quality standards have been revised to ISO 9001:2008 and AS 9100 C. Preparatory work including review and revision of the QMS, up gradation of internal auditors, training and workshops have been initiated towards meeting the goal of renewal of certifications to the revised standards in July 2011.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

IT Service Operations: A state of the art global datacenter was built in the Hinjawadi delivery center providing improved uptime and reliability to its customer/internal systems. The datacenter adopted a "Green IT" philosophy, with over 70% physical servers virtualized (consolidated) across North America, Europe and Asia-Pacific. The initiative achieved reduction in software licensing, space, power & cooling requirements while also providing higher performance and reliability. To maximize personal productivity of its employees through better collaboration, the Company is consolidating its two major domain/ email systems to a single platform. The Company also launched a Software Asset Management (SAM) initiative to streamline and govern its Engineering and other IT software assets across territories. In addition to cost reductions through better utilization (software re-harvesting) – the processes adopted are part of the global ISO 19770 standards.

IT Service Delivery: The Company matured its global process deployments across its major process areas along with the associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance and Decision Making/Analytics).

The Customer Relationship Management (CRM) system matured across all territories/countries with process and technology improvements across areas such as Quoting, Pre-Sales, Sales-Delivery Integration and Visibility to Customer Billing & Payables. Adoption of the GEM-iT systems was enhanced in the key Delivery Centers. SAP was further leveraged to further streamline processes such as Credit Management, Product Sales Orders and Profitability Analysis. The Company also deployed SAP in Mexico, making SAP as the core ERP system across every Tata Technologies entity. The SAP ERP platform was upgraded to the new ECC 6.0 leveraging associated functionality and performance improvements. The Company also deployed an integrated system to better refine employee Skills (my Skills) as part of its Competency Assessment efforts.

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

The Company continues to adopt Information Technology Infrastructure Library (ITIL) as its Service Delivery Framework for all internal operations and to adopt an IT Steering Committee governance framework to prioritize requirements across all parts of its business while ensuring return of its IT investments.

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr.S Ramadorai and Mr.P P Kadle are liable to retire by rotation and being eligible offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

To implement a robust framework in the Company, during the year, the Company has appointed M/s Ernst & Young as Internal Auditors of the Company to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2011.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. To scale Tata Technologies, to rapidly respond, to manage risk, to position the Company for long-term sustainability, to diversify the Company''s business into new industry verticals, geographies and new lines of service, the Company''s Engineering teams have been working with automotive, aerospace, industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The Company has identified innovation as key to its survival and success. It holds an annual innovation contest to stimulate and support innovation. Efforts continue to make innovation a key component in all the domain areas.

Complete Automobile Vehicle Engineering: The Company has capability to engineer and deliver complete vehicles, from concept to production to continuous engineering while the vehicle is in service.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, up gradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the Government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

---

Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

With the rapidly changing and uncertain macro-economic scenario, customer demands and expectations have also changed. Customers are maintaining a cautious approach when spending money on their IT & Engineering requirements. They are also looking for optimum utilization of that money by deriving maximum value in the products and solutions offered. This has emphasized the need for transformation in business models and service delivery, while bringing in more flexibility. The industry is looking to diversify beyond its key offerings and markets, defining new business and pricing models, transforming the delivery process through technology innovation and thus ensuring cost efficiency.

With increased focus on improving productivity and controlling costs while increasing the offshore revenue, the Company has been able to improve the EBITDA margins.

In the coming years, the Company will continue to improve on the parameters specifically focusing on Fixed Price based revenues, reduced rework efforts, increased zero defect deliveries to the customer, increased usage of automation tools and increased customer satisfaction rating among others.

Offshore business margins are significantly higher than other forms of service delivery. The Company has been continuously focusing on increasing its revenue share of offshore business which will help in improving EBIDTA margins.

Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

Changes in Share Capital after the Financial Year: The Company has allotted 37,46,505 (8.73% of total Equity Capital) and 18,73,253 (4.36% of total Equity Capital) fully paid Equity Shares at Rs.251.0072/- per share to Alpha TC Holdings Pte. Ltd. and Tata Trustee Company Ltd. - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. The members of the Company accorded their approval for the preferential allotment at their EGM held on April 30, 2011.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

The core components of the Company''s HR strategy include: attracting & retaining the best talent, building the capability of its employees for growth and sustenance of the business and enhancing the engagement of its workforce thereby becoming an employer of choice.

The Company''s recruitment strategy ensured that employee addition was clearly aligned to business demand. During the period, the Company added 569 employees overall, increasing its total strength beyond 4,600 employees across all geographies. More than 16% of new hires were selected from premium campuses across India. The attrition rate for FY11 was 18.3% on a global basis and 15.6% in India, which was below industry level. The percentage of women working for the Company is 12% globally.

The training programs at the entry level as well as the continuous learning programs have been enhanced to ensure that the Company has the right competencies in its workforce.

Overall, 16,103 learning days were invested towards development in key technology areas and 2,233 employees at various levels attended training programs. The Supervisory Development program and LEAD program enables identification and development of leaders in junior and middle management. To augment the workforce learning initiative and reach out to the global employee base, "iGETIT®" web based interactive self-paced learning tool has been deployed. "MySkills" an initiative to capture and enhance the skills and competencies of employees has been undertaken which will enable the Organization to build its capabilities aligned to customers'' requirements.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''Cohesion'' (engagement survey conducted globally by Gallup once in two years), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners. Leadership stays in touch with employees through skill level meetings and Employee Briefing sessions (held simultaneously across all geographies and locations). These sessions are coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

The Company fosters a high performance culture through various workforce practices like the Talent Pool program, the web enabled global application viz. Performance Assessment & Competency Enhancement process etc. which distinguish and recognize high performers. The Talent Pool process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth. The Company also provides structured feedback and development through Performance Improvement Plan for those requiring enhancements in their performance. The Reward & Recognition program rolled out globally has been a major success factor in the Company''s employee motivational initiatives.

7. CORPORATE SUSTAINABILITY

The Company is embarking on the journey from Corporate Social Responsibility (CSR) to Corporate Sustainability Program (CSP) to achieve its mission to make a positive difference in the communities in which the Company does business and to support select programs, outreach efforts and initiatives that improve and enhance the quality of life. During the year, the Company has taken following initiatives to achieve its mission:

A. Environment:

- Recycling of waste- Water

The Company uses 80,000 to 1,00,000 liters of water per day for human consumption at its Hinjawadi office. During the year, the Company reused/recycled this water resulting in saving of about 50,000 to 60,000 liters per day. The reused/recycled water is used for other purposes like gardening, watering trees, vehicle washing purposes etc.

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

During the year, the Company organized blood donation drives at various locations and donated 378 units of blood.

- Exhibition of products made by Blind School Girls:

The Company organized an Exhibition, at the time of Diwali and X-Mas, of hand made products like greeting cards, candles, jewelry etc. made by Blind students.

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

The Company raised funds for charity by launching a series of daily online World Cup related quizzes for employees and the entry fee generated was donated for supporting underprivileged children. The winners of the quiz received artwork created by those children as a prize.

C. Economic Talent Development:

- Ready Engineer:

The Company has started a ''Ready Engineer TM'' program during the year with a goal to meet the engineering industry''s demand for employable engineers and bridge the industry- institute gap with direct intervention. The program provides voluntary classroom based, industry-focused engineering training to engineering students. Initially 120 students, from two colleges, will be beneficiaries of this program.

- First Book - putting books into the hands of children: North America

First Book, in North America, is a Tata Sons partnership that promotes literacy, by providing at no cost, books to underprivileged elementary school children throughout the United States. First Book has distributed more than 70 million free and low cost books in thousands of communities till date. The Company donated 740 books to Garfield Elementary School in Livonia and further plans to give away 40,000 books across the country in partnership with Tata Sons.

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. The Company participated in the Tata Business Excellence Model (TBEM) external assessment in 2010 as a single organization representing all its geographies. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey with an improvement of 26 points over 2009 TBEM score.

The Company intends to move further up on the score band in the 2011 external assessment. A detailed action plan is made based on the outcomes of the assessment, which is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office.

The Quality Management System (QMS) has been implemented in the major delivery centers of Tata Technologies - Hinjawadi and Bangalore. Management processes and support function processes successfully cleared the mandatory surveillance audits to the quality standards AS 9100:B and ISO 9001: 2000.

The Company initiated extension of the best practices and global processes established through the QMS to other locations including onsite component of projects in Europe. Workshops were held for senior management and those managing onsite activities of projects. "Hands on" training was provided to onsite coordinators. This is a critical link in streamlining global business processes leading to significant benefits to the customers, the organization and employees.

To help streamline the Company''s operations in the Thailand Delivery center, the QMS was extended to this location. This center, which caters to the Asia Pacific operations outside India will soon go for ISO 9001:2008 Certification.

The main delivery location in Hinjawadi, Pune went through the mandatory surveillance audit of the Information Security Management System (ISMS) and retained its ISO 27001 Certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

A significant process initiative has been the establishment of the Global Engagement Model (GEM) which is a consolidation of best practices from locations around the world. Following the "Bid Response" phase, the "Delivery" module is now implemented in over 80 projects. GEM helps present a consistent, "common face" of the Company to the customer.

The quality standards have been revised to ISO 9001:2008 and AS 9100 C. Preparatory work including review and revision of the QMS, up gradation of internal auditors, training and workshops have been initiated towards meeting the goal of renewal of certifications to the revised standards in July 2011.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

IT Service Operations: A state of the art global datacenter was built in the Hinjawadi delivery center providing improved uptime and reliability to its customer/internal systems. The datacenter adopted a "Green IT" philosophy, with over 70% physical servers virtualized (consolidated) across North America, Europe and Asia-Pacific. The initiative achieved reduction in software licensing, space, power & cooling requirements while also providing higher performance and reliability. To maximize personal productivity of its employees through better collaboration, the Company is consolidating its two major domain/ email systems to a single platform. The Company also launched a Software Asset Management (SAM) initiative to streamline and govern its Engineering and other IT software assets across territories. In addition to cost reductions through better utilization (software re-harvesting) – the processes adopted are part of the global ISO 19770 standards.

IT Service Delivery: The Company matured its global process deployments across its major process areas along with the associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance and Decision Making/Analytics).

The Customer Relationship Management (CRM) system matured across all territories/countries with process and technology improvements across areas such as Quoting, Pre-Sales, Sales-Delivery Integration and Visibility to Customer Billing & Payables. Adoption of the GEM-iT systems was enhanced in the key Delivery Centers. SAP was further leveraged to further streamline processes such as Credit Management, Product Sales Orders and Profitability Analysis. The Company also deployed SAP in Mexico, making SAP as the core ERP system across every Tata Technologies entity. The SAP ERP platform was upgraded to the new ECC 6.0 leveraging associated functionality and performance improvements. The Company also deployed an integrated system to better refine employee Skills (my Skills) as part of its Competency Assessment efforts.

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

The Company continues to adopt Information Technology Infrastructure Library (ITIL) as its Service Delivery Framework for all internal operations and to adopt an IT Steering Committee governance framework to prioritize requirements across all parts of its business while ensuring return of its IT investments.

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr.S Ramadorai and Mr.P P Kadle are liable to retire by rotation and being eligible offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

To implement a robust framework in the Company, during the year, the Company has appointed M/s Ernst & Young as Internal Auditors of the Company to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2011.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. To scale Tata Technologies, to rapidly respond, to manage risk, to position the Company for long-term sustainability, to diversify the Company''s business into new industry verticals, geographies and new lines of service, the Company''s Engineering teams have been working with automotive, aerospace, industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The Company has identified innovation as key to its survival and success. It holds an annual innovation contest to stimulate and support innovation. Efforts continue to make innovation a key component in all the domain areas.

Complete Automobile Vehicle Engineering: The Company has capability to engineer and deliver complete vehicles, from concept to production to continuous engineering while the vehicle is in service.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, up gradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the Government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

---

Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

With the rapidly changing and uncertain macro-economic scenario, customer demands and expectations have also changed. Customers are maintaining a cautious approach when spending money on their IT & Engineering requirements. They are also looking for optimum utilization of that money by deriving maximum value in the products and solutions offered. This has emphasized the need for transformation in business models and service delivery, while bringing in more flexibility. The industry is looking to diversify beyond its key offerings and markets, defining new business and pricing models, transforming the delivery process through technology innovation and thus ensuring cost efficiency.

With increased focus on improving productivity and controlling costs while increasing the offshore revenue, the Company has been able to improve the EBITDA margins.

In the coming years, the Company will continue to improve on the parameters specifically focusing on Fixed Price based revenues, reduced rework efforts, increased zero defect deliveries to the customer, increased usage of automation tools and increased customer satisfaction rating among others.

Offshore business margins are significantly higher than other forms of service delivery. The Company has been continuously focusing on increasing its revenue share of offshore business which will help in improving EBIDTA margins.

Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

Changes in Share Capital after the Financial Year: The Company has allotted 37,46,505 (8.73% of total Equity Capital) and 18,73,253 (4.36% of total Equity Capital) fully paid Equity Shares at Rs.251.0072/- per share to Alpha TC Holdings Pte. Ltd. and Tata Trustee Company Ltd. - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. The members of the Company accorded their approval for the preferential allotment at their EGM held on April 30, 2011.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

The core components of the Company''s HR strategy include: attracting & retaining the best talent, building the capability of its employees for growth and sustenance of the business and enhancing the engagement of its workforce thereby becoming an employer of choice.

The Company''s recruitment strategy ensured that employee addition was clearly aligned to business demand. During the period, the Company added 569 employees overall, increasing its total strength beyond 4,600 employees across all geographies. More than 16% of new hires were selected from premium campuses across India. The attrition rate for FY11 was 18.3% on a global basis and 15.6% in India, which was below industry level. The percentage of women working for the Company is 12% globally.

The training programs at the entry level as well as the continuous learning programs have been enhanced to ensure that the Company has the right competencies in its workforce.

Overall, 16,103 learning days were invested towards development in key technology areas and 2,233 employees at various levels attended training programs. The Supervisory Development program and LEAD program enables identification and development of leaders in junior and middle management. To augment the workforce learning initiative and reach out to the global employee base, "iGETIT®" web based interactive self-paced learning tool has been deployed. "MySkills" an initiative to capture and enhance the skills and competencies of employees has been undertaken which will enable the Organization to build its capabilities aligned to customers'' requirements.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''Cohesion'' (engagement survey conducted globally by Gallup once in two years), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners. Leadership stays in touch with employees through skill level meetings and Employee Briefing sessions (held simultaneously across all geographies and locations). These sessions are coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

The Company fosters a high performance culture through various workforce practices like the Talent Pool program, the web enabled global application viz. Performance Assessment & Competency Enhancement process etc. which distinguish and recognize high performers. The Talent Pool process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth. The Company also provides structured feedback and development through Performance Improvement Plan for those requiring enhancements in their performance. The Reward & Recognition program rolled out globally has been a major success factor in the Company''s employee motivational initiatives.

7. CORPORATE SUSTAINABILITY

The Company is embarking on the journey from Corporate Social Responsibility (CSR) to Corporate Sustainability Program (CSP) to achieve its mission to make a positive difference in the communities in which the Company does business and to support select programs, outreach efforts and initiatives that improve and enhance the quality of life. During the year, the Company has taken following initiatives to achieve its mission:

A. Environment:

- Recycling of waste- Water

The Company uses 80,000 to 1,00,000 liters of water per day for human consumption at its Hinjawadi office. During the year, the Company reused/recycled this water resulting in saving of about 50,000 to 60,000 liters per day. The reused/recycled water is used for other purposes like gardening, watering trees, vehicle washing purposes etc.

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

During the year, the Company organized blood donation drives at various locations and donated 378 units of blood.

- Exhibition of products made by Blind School Girls:

The Company organized an Exhibition, at the time of Diwali and X-Mas, of hand made products like greeting cards, candles, jewelry etc. made by Blind students.

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

The Company raised funds for charity by launching a series of daily online World Cup related quizzes for employees and the entry fee generated was donated for supporting underprivileged children. The winners of the quiz received artwork created by those children as a prize.

C. Economic Talent Development:

- Ready Engineer:

The Company has started a ''Ready Engineer TM'' program during the year with a goal to meet the engineering industry''s demand for employable engineers and bridge the industry- institute gap with direct intervention. The program provides voluntary classroom based, industry-focused engineering training to engineering students. Initially 120 students, from two colleges, will be beneficiaries of this program.

- First Book - putting books into the hands of children: North America

First Book, in North America, is a Tata Sons partnership that promotes literacy, by providing at no cost, books to underprivileged elementary school children throughout the United States. First Book has distributed more than 70 million free and low cost books in thousands of communities till date. The Company donated 740 books to Garfield Elementary School in Livonia and further plans to give away 40,000 books across the country in partnership with Tata Sons.

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. The Company participated in the Tata Business Excellence Model (TBEM) external assessment in 2010 as a single organization representing all its geographies. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey with an improvement of 26 points over 2009 TBEM score.

The Company intends to move further up on the score band in the 2011 external assessment. A detailed action plan is made based on the outcomes of the assessment, which is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office.

The Quality Management System (QMS) has been implemented in the major delivery centers of Tata Technologies - Hinjawadi and Bangalore. Management processes and support function processes successfully cleared the mandatory surveillance audits to the quality standards AS 9100:B and ISO 9001: 2000.

The Company initiated extension of the best practices and global processes established through the QMS to other locations including onsite component of projects in Europe. Workshops were held for senior management and those managing onsite activities of projects. "Hands on" training was provided to onsite coordinators. This is a critical link in streamlining global business processes leading to significant benefits to the customers, the organization and employees.

To help streamline the Company''s operations in the Thailand Delivery center, the QMS was extended to this location. This center, which caters to the Asia Pacific operations outside India will soon go for ISO 9001:2008 Certification.

The main delivery location in Hinjawadi, Pune went through the mandatory surveillance audit of the Information Security Management System (ISMS) and retained its ISO 27001 Certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

A significant process initiative has been the establishment of the Global Engagement Model (GEM) which is a consolidation of best practices from locations around the world. Following the "Bid Response" phase, the "Delivery" module is now implemented in over 80 projects. GEM helps present a consistent, "common face" of the Company to the customer.

The quality standards have been revised to ISO 9001:2008 and AS 9100 C. Preparatory work including review and revision of the QMS, up gradation of internal auditors, training and workshops have been initiated towards meeting the goal of renewal of certifications to the revised standards in July 2011.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

IT Service Operations: A state of the art global datacenter was built in the Hinjawadi delivery center providing improved uptime and reliability to its customer/internal systems. The datacenter adopted a "Green IT" philosophy, with over 70% physical servers virtualized (consolidated) across North America, Europe and Asia-Pacific. The initiative achieved reduction in software licensing, space, power & cooling requirements while also providing higher performance and reliability. To maximize personal productivity of its employees through better collaboration, the Company is consolidating its two major domain/ email systems to a single platform. The Company also launched a Software Asset Management (SAM) initiative to streamline and govern its Engineering and other IT software assets across territories. In addition to cost reductions through better utilization (software re-harvesting) – the processes adopted are part of the global ISO 19770 standards.

IT Service Delivery: The Company matured its global process deployments across its major process areas along with the associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance and Decision Making/Analytics).

The Customer Relationship Management (CRM) system matured across all territories/countries with process and technology improvements across areas such as Quoting, Pre-Sales, Sales-Delivery Integration and Visibility to Customer Billing & Payables. Adoption of the GEM-iT systems was enhanced in the key Delivery Centers. SAP was further leveraged to further streamline processes such as Credit Management, Product Sales Orders and Profitability Analysis. The Company also deployed SAP in Mexico, making SAP as the core ERP system across every Tata Technologies entity. The SAP ERP platform was upgraded to the new ECC 6.0 leveraging associated functionality and performance improvements. The Company also deployed an integrated system to better refine employee Skills (my Skills) as part of its Competency Assessment efforts.

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

The Company continues to adopt Information Technology Infrastructure Library (ITIL) as its Service Delivery Framework for all internal operations and to adopt an IT Steering Committee governance framework to prioritize requirements across all parts of its business while ensuring return of its IT investments.

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr.S Ramadorai and Mr.P P Kadle are liable to retire by rotation and being eligible offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

To implement a robust framework in the Company, during the year, the Company has appointed M/s Ernst & Young as Internal Auditors of the Company to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2011.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. To scale Tata Technologies, to rapidly respond, to manage risk, to position the Company for long-term sustainability, to diversify the Company''s business into new industry verticals, geographies and new lines of service, the Company''s Engineering teams have been working with automotive, aerospace, industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The Company has identified innovation as key to its survival and success. It holds an annual innovation contest to stimulate and support innovation. Efforts continue to make innovation a key component in all the domain areas.

Complete Automobile Vehicle Engineering: The Company has capability to engineer and deliver complete vehicles, from concept to production to continuous engineering while the vehicle is in service.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, up gradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the Government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

---

Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

With the rapidly changing and uncertain macro-economic scenario, customer demands and expectations have also changed. Customers are maintaining a cautious approach when spending money on their IT & Engineering requirements. They are also looking for optimum utilization of that money by deriving maximum value in the products and solutions offered. This has emphasized the need for transformation in business models and service delivery, while bringing in more flexibility. The industry is looking to diversify beyond its key offerings and markets, defining new business and pricing models, transforming the delivery process through technology innovation and thus ensuring cost efficiency.

With increased focus on improving productivity and controlling costs while increasing the offshore revenue, the Company has been able to improve the EBITDA margins.

In the coming years, the Company will continue to improve on the parameters specifically focusing on Fixed Price based revenues, reduced rework efforts, increased zero defect deliveries to the customer, increased usage of automation tools and increased customer satisfaction rating among others.

Offshore business margins are significantly higher than other forms of service delivery. The Company has been continuously focusing on increasing its revenue share of offshore business which will help in improving EBIDTA margins.

Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

Changes in Share Capital after the Financial Year: The Company has allotted 37,46,505 (8.73% of total Equity Capital) and 18,73,253 (4.36% of total Equity Capital) fully paid Equity Shares at Rs.251.0072/- per share to Alpha TC Holdings Pte. Ltd. and Tata Trustee Company Ltd. - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. The members of the Company accorded their approval for the preferential allotment at their EGM held on April 30, 2011.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

The core components of the Company''s HR strategy include: attracting & retaining the best talent, building the capability of its employees for growth and sustenance of the business and enhancing the engagement of its workforce thereby becoming an employer of choice.

The Company''s recruitment strategy ensured that employee addition was clearly aligned to business demand. During the period, the Company added 569 employees overall, increasing its total strength beyond 4,600 employees across all geographies. More than 16% of new hires were selected from premium campuses across India. The attrition rate for FY11 was 18.3% on a global basis and 15.6% in India, which was below industry level. The percentage of women working for the Company is 12% globally.

The training programs at the entry level as well as the continuous learning programs have been enhanced to ensure that the Company has the right competencies in its workforce.

Overall, 16,103 learning days were invested towards development in key technology areas and 2,233 employees at various levels attended training programs. The Supervisory Development program and LEAD program enables identification and development of leaders in junior and middle management. To augment the workforce learning initiative and reach out to the global employee base, "iGETIT®" web based interactive self-paced learning tool has been deployed. "MySkills" an initiative to capture and enhance the skills and competencies of employees has been undertaken which will enable the Organization to build its capabilities aligned to customers'' requirements.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''Cohesion'' (engagement survey conducted globally by Gallup once in two years), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners. Leadership stays in touch with employees through skill level meetings and Employee Briefing sessions (held simultaneously across all geographies and locations). These sessions are coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

The Company fosters a high performance culture through various workforce practices like the Talent Pool program, the web enabled global application viz. Performance Assessment & Competency Enhancement process etc. which distinguish and recognize high performers. The Talent Pool process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth. The Company also provides structured feedback and development through Performance Improvement Plan for those requiring enhancements in their performance. The Reward & Recognition program rolled out globally has been a major success factor in the Company''s employee motivational initiatives.

7. CORPORATE SUSTAINABILITY

The Company is embarking on the journey from Corporate Social Responsibility (CSR) to Corporate Sustainability Program (CSP) to achieve its mission to make a positive difference in the communities in which the Company does business and to support select programs, outreach efforts and initiatives that improve and enhance the quality of life. During the year, the Company has taken following initiatives to achieve its mission:

A. Environment:

- Recycling of waste- Water

The Company uses 80,000 to 1,00,000 liters of water per day for human consumption at its Hinjawadi office. During the year, the Company reused/recycled this water resulting in saving of about 50,000 to 60,000 liters per day. The reused/recycled water is used for other purposes like gardening, watering trees, vehicle washing purposes etc.

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

During the year, the Company organized blood donation drives at various locations and donated 378 units of blood.

- Exhibition of products made by Blind School Girls:

The Company organized an Exhibition, at the time of Diwali and X-Mas, of hand made products like greeting cards, candles, jewelry etc. made by Blind students.

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

The Company raised funds for charity by launching a series of daily online World Cup related quizzes for employees and the entry fee generated was donated for supporting underprivileged children. The winners of the quiz received artwork created by those children as a prize.

C. Economic Talent Development:

- Ready Engineer:

The Company has started a ''Ready Engineer TM'' program during the year with a goal to meet the engineering industry''s demand for employable engineers and bridge the industry- institute gap with direct intervention. The program provides voluntary classroom based, industry-focused engineering training to engineering students. Initially 120 students, from two colleges, will be beneficiaries of this program.

- First Book - putting books into the hands of children: North America

First Book, in North America, is a Tata Sons partnership that promotes literacy, by providing at no cost, books to underprivileged elementary school children throughout the United States. First Book has distributed more than 70 million free and low cost books in thousands of communities till date. The Company donated 740 books to Garfield Elementary School in Livonia and further plans to give away 40,000 books across the country in partnership with Tata Sons.

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. The Company participated in the Tata Business Excellence Model (TBEM) external assessment in 2010 as a single organization representing all its geographies. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey with an improvement of 26 points over 2009 TBEM score.

The Company intends to move further up on the score band in the 2011 external assessment. A detailed action plan is made based on the outcomes of the assessment, which is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office.

The Quality Management System (QMS) has been implemented in the major delivery centers of Tata Technologies - Hinjawadi and Bangalore. Management processes and support function processes successfully cleared the mandatory surveillance audits to the quality standards AS 9100:B and ISO 9001: 2000.

The Company initiated extension of the best practices and global processes established through the QMS to other locations including onsite component of projects in Europe. Workshops were held for senior management and those managing onsite activities of projects. "Hands on" training was provided to onsite coordinators. This is a critical link in streamlining global business processes leading to significant benefits to the customers, the organization and employees.

To help streamline the Company''s operations in the Thailand Delivery center, the QMS was extended to this location. This center, which caters to the Asia Pacific operations outside India will soon go for ISO 9001:2008 Certification.

The main delivery location in Hinjawadi, Pune went through the mandatory surveillance audit of the Information Security Management System (ISMS) and retained its ISO 27001 Certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

A significant process initiative has been the establishment of the Global Engagement Model (GEM) which is a consolidation of best practices from locations around the world. Following the "Bid Response" phase, the "Delivery" module is now implemented in over 80 projects. GEM helps present a consistent, "common face" of the Company to the customer.

The quality standards have been revised to ISO 9001:2008 and AS 9100 C. Preparatory work including review and revision of the QMS, up gradation of internal auditors, training and workshops have been initiated towards meeting the goal of renewal of certifications to the revised standards in July 2011.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

IT Service Operations: A state of the art global datacenter was built in the Hinjawadi delivery center providing improved uptime and reliability to its customer/internal systems. The datacenter adopted a "Green IT" philosophy, with over 70% physical servers virtualized (consolidated) across North America, Europe and Asia-Pacific. The initiative achieved reduction in software licensing, space, power & cooling requirements while also providing higher performance and reliability. To maximize personal productivity of its employees through better collaboration, the Company is consolidating its two major domain/ email systems to a single platform. The Company also launched a Software Asset Management (SAM) initiative to streamline and govern its Engineering and other IT software assets across territories. In addition to cost reductions through better utilization (software re-harvesting) – the processes adopted are part of the global ISO 19770 standards.

IT Service Delivery: The Company matured its global process deployments across its major process areas along with the associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance and Decision Making/Analytics).

The Customer Relationship Management (CRM) system matured across all territories/countries with process and technology improvements across areas such as Quoting, Pre-Sales, Sales-Delivery Integration and Visibility to Customer Billing & Payables. Adoption of the GEM-iT systems was enhanced in the key Delivery Centers. SAP was further leveraged to further streamline processes such as Credit Management, Product Sales Orders and Profitability Analysis. The Company also deployed SAP in Mexico, making SAP as the core ERP system across every Tata Technologies entity. The SAP ERP platform was upgraded to the new ECC 6.0 leveraging associated functionality and performance improvements. The Company also deployed an integrated system to better refine employee Skills (my Skills) as part of its Competency Assessment efforts.

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

The Company continues to adopt Information Technology Infrastructure Library (ITIL) as its Service Delivery Framework for all internal operations and to adopt an IT Steering Committee governance framework to prioritize requirements across all parts of its business while ensuring return of its IT investments.

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr.S Ramadorai and Mr.P P Kadle are liable to retire by rotation and being eligible offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

To implement a robust framework in the Company, during the year, the Company has appointed M/s Ernst & Young as Internal Auditors of the Company to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2011.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. To scale Tata Technologies, to rapidly respond, to manage risk, to position the Company for long-term sustainability, to diversify the Company''s business into new industry verticals, geographies and new lines of service, the Company''s Engineering teams have been working with automotive, aerospace, industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The Company has identified innovation as key to its survival and success. It holds an annual innovation contest to stimulate and support innovation. Efforts continue to make innovation a key component in all the domain areas.

Complete Automobile Vehicle Engineering: The Company has capability to engineer and deliver complete vehicles, from concept to production to continuous engineering while the vehicle is in service.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, up gradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the Government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

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Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

With the rapidly changing and uncertain macro-economic scenario, customer demands and expectations have also changed. Customers are maintaining a cautious approach when spending money on their IT & Engineering requirements. They are also looking for optimum utilization of that money by deriving maximum value in the products and solutions offered. This has emphasized the need for transformation in business models and service delivery, while bringing in more flexibility. The industry is looking to diversify beyond its key offerings and markets, defining new business and pricing models, transforming the delivery process through technology innovation and thus ensuring cost efficiency.

With increased focus on improving productivity and controlling costs while increasing the offshore revenue, the Company has been able to improve the EBITDA margins.

In the coming years, the Company will continue to improve on the parameters specifically focusing on Fixed Price based revenues, reduced rework efforts, increased zero defect deliveries to the customer, increased usage of automation tools and increased customer satisfaction rating among others.

Offshore business margins are significantly higher than other forms of service delivery. The Company has been continuously focusing on increasing its revenue share of offshore business which will help in improving EBIDTA margins.

Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

Changes in Share Capital after the Financial Year: The Company has allotted 37,46,505 (8.73% of total Equity Capital) and 18,73,253 (4.36% of total Equity Capital) fully paid Equity Shares at Rs.251.0072/- per share to Alpha TC Holdings Pte. Ltd. and Tata Trustee Company Ltd. - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. The members of the Company accorded their approval for the preferential allotment at their EGM held on April 30, 2011.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

The core components of the Company''s HR strategy include: attracting & retaining the best talent, building the capability of its employees for growth and sustenance of the business and enhancing the engagement of its workforce thereby becoming an employer of choice.

The Company''s recruitment strategy ensured that employee addition was clearly aligned to business demand. During the period, the Company added 569 employees overall, increasing its total strength beyond 4,600 employees across all geographies. More than 16% of new hires were selected from premium campuses across India. The attrition rate for FY11 was 18.3% on a global basis and 15.6% in India, which was below industry level. The percentage of women working for the Company is 12% globally.

The training programs at the entry level as well as the continuous learning programs have been enhanced to ensure that the Company has the right competencies in its workforce.

Overall, 16,103 learning days were invested towards development in key technology areas and 2,233 employees at various levels attended training programs. The Supervisory Development program and LEAD program enables identification and development of leaders in junior and middle management. To augment the workforce learning initiative and reach out to the global employee base, "iGETIT®" web based interactive self-paced learning tool has been deployed. "MySkills" an initiative to capture and enhance the skills and competencies of employees has been undertaken which will enable the Organization to build its capabilities aligned to customers'' requirements.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''Cohesion'' (engagement survey conducted globally by Gallup once in two years), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners. Leadership stays in touch with employees through skill level meetings and Employee Briefing sessions (held simultaneously across all geographies and locations). These sessions are coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

The Company fosters a high performance culture through various workforce practices like the Talent Pool program, the web enabled global application viz. Performance Assessment & Competency Enhancement process etc. which distinguish and recognize high performers. The Talent Pool process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth. The Company also provides structured feedback and development through Performance Improvement Plan for those requiring enhancements in their performance. The Reward & Recognition program rolled out globally has been a major success factor in the Company''s employee motivational initiatives.

7. CORPORATE SUSTAINABILITY

The Company is embarking on the journey from Corporate Social Responsibility (CSR) to Corporate Sustainability Program (CSP) to achieve its mission to make a positive difference in the communities in which the Company does business and to support select programs, outreach efforts and initiatives that improve and enhance the quality of life. During the year, the Company has taken following initiatives to achieve its mission:

A. Environment:

- Recycling of waste- Water

The Company uses 80,000 to 1,00,000 liters of water per day for human consumption at its Hinjawadi office. During the year, the Company reused/recycled this water resulting in saving of about 50,000 to 60,000 liters per day. The reused/recycled water is used for other purposes like gardening, watering trees, vehicle washing purposes etc.

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

During the year, the Company organized blood donation drives at various locations and donated 378 units of blood.

- Exhibition of products made by Blind School Girls:

The Company organized an Exhibition, at the time of Diwali and X-Mas, of hand made products like greeting cards, candles, jewelry etc. made by Blind students.

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

The Company raised funds for charity by launching a series of daily online World Cup related quizzes for employees and the entry fee generated was donated for supporting underprivileged children. The winners of the quiz received artwork created by those children as a prize.

C. Economic Talent Development:

- Ready Engineer:

The Company has started a ''Ready Engineer TM'' program during the year with a goal to meet the engineering industry''s demand for employable engineers and bridge the industry- institute gap with direct intervention. The program provides voluntary classroom based, industry-focused engineering training to engineering students. Initially 120 students, from two colleges, will be beneficiaries of this program.

- First Book - putting books into the hands of children: North America

First Book, in North America, is a Tata Sons partnership that promotes literacy, by providing at no cost, books to underprivileged elementary school children throughout the United States. First Book has distributed more than 70 million free and low cost books in thousands of communities till date. The Company donated 740 books to Garfield Elementary School in Livonia and further plans to give away 40,000 books across the country in partnership with Tata Sons.

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. The Company participated in the Tata Business Excellence Model (TBEM) external assessment in 2010 as a single organization representing all its geographies. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey with an improvement of 26 points over 2009 TBEM score.

The Company intends to move further up on the score band in the 2011 external assessment. A detailed action plan is made based on the outcomes of the assessment, which is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office.

The Quality Management System (QMS) has been implemented in the major delivery centers of Tata Technologies - Hinjawadi and Bangalore. Management processes and support function processes successfully cleared the mandatory surveillance audits to the quality standards AS 9100:B and ISO 9001: 2000.

The Company initiated extension of the best practices and global processes established through the QMS to other locations including onsite component of projects in Europe. Workshops were held for senior management and those managing onsite activities of projects. "Hands on" training was provided to onsite coordinators. This is a critical link in streamlining global business processes leading to significant benefits to the customers, the organization and employees.

To help streamline the Company''s operations in the Thailand Delivery center, the QMS was extended to this location. This center, which caters to the Asia Pacific operations outside India will soon go for ISO 9001:2008 Certification.

The main delivery location in Hinjawadi, Pune went through the mandatory surveillance audit of the Information Security Management System (ISMS) and retained its ISO 27001 Certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

A significant process initiative has been the establishment of the Global Engagement Model (GEM) which is a consolidation of best practices from locations around the world. Following the "Bid Response" phase, the "Delivery" module is now implemented in over 80 projects. GEM helps present a consistent, "common face" of the Company to the customer.

The quality standards have been revised to ISO 9001:2008 and AS 9100 C. Preparatory work including review and revision of the QMS, up gradation of internal auditors, training and workshops have been initiated towards meeting the goal of renewal of certifications to the revised standards in July 2011.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

IT Service Operations: A state of the art global datacenter was built in the Hinjawadi delivery center providing improved uptime and reliability to its customer/internal systems. The datacenter adopted a "Green IT" philosophy, with over 70% physical servers virtualized (consolidated) across North America, Europe and Asia-Pacific. The initiative achieved reduction in software licensing, space, power & cooling requirements while also providing higher performance and reliability. To maximize personal productivity of its employees through better collaboration, the Company is consolidating its two major domain/ email systems to a single platform. The Company also launched a Software Asset Management (SAM) initiative to streamline and govern its Engineering and other IT software assets across territories. In addition to cost reductions through better utilization (software re-harvesting) – the processes adopted are part of the global ISO 19770 standards.

IT Service Delivery: The Company matured its global process deployments across its major process areas along with the associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance and Decision Making/Analytics).

The Customer Relationship Management (CRM) system matured across all territories/countries with process and technology improvements across areas such as Quoting, Pre-Sales, Sales-Delivery Integration and Visibility to Customer Billing & Payables. Adoption of the GEM-iT systems was enhanced in the key Delivery Centers. SAP was further leveraged to further streamline processes such as Credit Management, Product Sales Orders and Profitability Analysis. The Company also deployed SAP in Mexico, making SAP as the core ERP system across every Tata Technologies entity. The SAP ERP platform was upgraded to the new ECC 6.0 leveraging associated functionality and performance improvements. The Company also deployed an integrated system to better refine employee Skills (my Skills) as part of its Competency Assessment efforts.

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

The Company continues to adopt Information Technology Infrastructure Library (ITIL) as its Service Delivery Framework for all internal operations and to adopt an IT Steering Committee governance framework to prioritize requirements across all parts of its business while ensuring return of its IT investments.

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr.S Ramadorai and Mr.P P Kadle are liable to retire by rotation and being eligible offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

To implement a robust framework in the Company, during the year, the Company has appointed M/s Ernst & Young as Internal Auditors of the Company to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2011.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. To scale Tata Technologies, to rapidly respond, to manage risk, to position the Company for long-term sustainability, to diversify the Company''s business into new industry verticals, geographies and new lines of service, the Company''s Engineering teams have been working with automotive, aerospace, industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The Company has identified innovation as key to its survival and success. It holds an annual innovation contest to stimulate and support innovation. Efforts continue to make innovation a key component in all the domain areas.

Complete Automobile Vehicle Engineering: The Company has capability to engineer and deliver complete vehicles, from concept to production to continuous engineering while the vehicle is in service.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, up gradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the Government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

---

Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

With the rapidly changing and uncertain macro-economic scenario, customer demands and expectations have also changed. Customers are maintaining a cautious approach when spending money on their IT & Engineering requirements. They are also looking for optimum utilization of that money by deriving maximum value in the products and solutions offered. This has emphasized the need for transformation in business models and service delivery, while bringing in more flexibility. The industry is looking to diversify beyond its key offerings and markets, defining new business and pricing models, transforming the delivery process through technology innovation and thus ensuring cost efficiency.

With increased focus on improving productivity and controlling costs while increasing the offshore revenue, the Company has been able to improve the EBITDA margins.

In the coming years, the Company will continue to improve on the parameters specifically focusing on Fixed Price based revenues, reduced rework efforts, increased zero defect deliveries to the customer, increased usage of automation tools and increased customer satisfaction rating among others.

Offshore business margins are significantly higher than other forms of service delivery. The Company has been continuously focusing on increasing its revenue share of offshore business which will help in improving EBIDTA margins.

Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

Changes in Share Capital after the Financial Year: The Company has allotted 37,46,505 (8.73% of total Equity Capital) and 18,73,253 (4.36% of total Equity Capital) fully paid Equity Shares at Rs.251.0072/- per share to Alpha TC Holdings Pte. Ltd. and Tata Trustee Company Ltd. - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. The members of the Company accorded their approval for the preferential allotment at their EGM held on April 30, 2011.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

The core components of the Company''s HR strategy include: attracting & retaining the best talent, building the capability of its employees for growth and sustenance of the business and enhancing the engagement of its workforce thereby becoming an employer of choice.

The Company''s recruitment strategy ensured that employee addition was clearly aligned to business demand. During the period, the Company added 569 employees overall, increasing its total strength beyond 4,600 employees across all geographies. More than 16% of new hires were selected from premium campuses across India. The attrition rate for FY11 was 18.3% on a global basis and 15.6% in India, which was below industry level. The percentage of women working for the Company is 12% globally.

The training programs at the entry level as well as the continuous learning programs have been enhanced to ensure that the Company has the right competencies in its workforce.

Overall, 16,103 learning days were invested towards development in key technology areas and 2,233 employees at various levels attended training programs. The Supervisory Development program and LEAD program enables identification and development of leaders in junior and middle management. To augment the workforce learning initiative and reach out to the global employee base, "iGETIT®" web based interactive self-paced learning tool has been deployed. "MySkills" an initiative to capture and enhance the skills and competencies of employees has been undertaken which will enable the Organization to build its capabilities aligned to customers'' requirements.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''Cohesion'' (engagement survey conducted globally by Gallup once in two years), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners. Leadership stays in touch with employees through skill level meetings and Employee Briefing sessions (held simultaneously across all geographies and locations). These sessions are coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

The Company fosters a high performance culture through various workforce practices like the Talent Pool program, the web enabled global application viz. Performance Assessment & Competency Enhancement process etc. which distinguish and recognize high performers. The Talent Pool process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth. The Company also provides structured feedback and development through Performance Improvement Plan for those requiring enhancements in their performance. The Reward & Recognition program rolled out globally has been a major success factor in the Company''s employee motivational initiatives.

7. CORPORATE SUSTAINABILITY

The Company is embarking on the journey from Corporate Social Responsibility (CSR) to Corporate Sustainability Program (CSP) to achieve its mission to make a positive difference in the communities in which the Company does business and to support select programs, outreach efforts and initiatives that improve and enhance the quality of life. During the year, the Company has taken following initiatives to achieve its mission:

A. Environment:

- Recycling of waste- Water

The Company uses 80,000 to 1,00,000 liters of water per day for human consumption at its Hinjawadi office. During the year, the Company reused/recycled this water resulting in saving of about 50,000 to 60,000 liters per day. The reused/recycled water is used for other purposes like gardening, watering trees, vehicle washing purposes etc.

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

During the year, the Company organized blood donation drives at various locations and donated 378 units of blood.

- Exhibition of products made by Blind School Girls:

The Company organized an Exhibition, at the time of Diwali and X-Mas, of hand made products like greeting cards, candles, jewelry etc. made by Blind students.

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

The Company raised funds for charity by launching a series of daily online World Cup related quizzes for employees and the entry fee generated was donated for supporting underprivileged children. The winners of the quiz received artwork created by those children as a prize.

C. Economic Talent Development:

- Ready Engineer:

The Company has started a ''Ready Engineer TM'' program during the year with a goal to meet the engineering industry''s demand for employable engineers and bridge the industry- institute gap with direct intervention. The program provides voluntary classroom based, industry-focused engineering training to engineering students. Initially 120 students, from two colleges, will be beneficiaries of this program.

- First Book - putting books into the hands of children: North America

First Book, in North America, is a Tata Sons partnership that promotes literacy, by providing at no cost, books to underprivileged elementary school children throughout the United States. First Book has distributed more than 70 million free and low cost books in thousands of communities till date. The Company donated 740 books to Garfield Elementary School in Livonia and further plans to give away 40,000 books across the country in partnership with Tata Sons.

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. The Company participated in the Tata Business Excellence Model (TBEM) external assessment in 2010 as a single organization representing all its geographies. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey with an improvement of 26 points over 2009 TBEM score.

The Company intends to move further up on the score band in the 2011 external assessment. A detailed action plan is made based on the outcomes of the assessment, which is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office.

The Quality Management System (QMS) has been implemented in the major delivery centers of Tata Technologies - Hinjawadi and Bangalore. Management processes and support function processes successfully cleared the mandatory surveillance audits to the quality standards AS 9100:B and ISO 9001: 2000.

The Company initiated extension of the best practices and global processes established through the QMS to other locations including onsite component of projects in Europe. Workshops were held for senior management and those managing onsite activities of projects. "Hands on" training was provided to onsite coordinators. This is a critical link in streamlining global business processes leading to significant benefits to the customers, the organization and employees.

To help streamline the Company''s operations in the Thailand Delivery center, the QMS was extended to this location. This center, which caters to the Asia Pacific operations outside India will soon go for ISO 9001:2008 Certification.

The main delivery location in Hinjawadi, Pune went through the mandatory surveillance audit of the Information Security Management System (ISMS) and retained its ISO 27001 Certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

A significant process initiative has been the establishment of the Global Engagement Model (GEM) which is a consolidation of best practices from locations around the world. Following the "Bid Response" phase, the "Delivery" module is now implemented in over 80 projects. GEM helps present a consistent, "common face" of the Company to the customer.

The quality standards have been revised to ISO 9001:2008 and AS 9100 C. Preparatory work including review and revision of the QMS, up gradation of internal auditors, training and workshops have been initiated towards meeting the goal of renewal of certifications to the revised standards in July 2011.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

IT Service Operations: A state of the art global datacenter was built in the Hinjawadi delivery center providing improved uptime and reliability to its customer/internal systems. The datacenter adopted a "Green IT" philosophy, with over 70% physical servers virtualized (consolidated) across North America, Europe and Asia-Pacific. The initiative achieved reduction in software licensing, space, power & cooling requirements while also providing higher performance and reliability. To maximize personal productivity of its employees through better collaboration, the Company is consolidating its two major domain/ email systems to a single platform. The Company also launched a Software Asset Management (SAM) initiative to streamline and govern its Engineering and other IT software assets across territories. In addition to cost reductions through better utilization (software re-harvesting) – the processes adopted are part of the global ISO 19770 standards.

IT Service Delivery: The Company matured its global process deployments across its major process areas along with the associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance and Decision Making/Analytics).

The Customer Relationship Management (CRM) system matured across all territories/countries with process and technology improvements across areas such as Quoting, Pre-Sales, Sales-Delivery Integration and Visibility to Customer Billing & Payables. Adoption of the GEM-iT systems was enhanced in the key Delivery Centers. SAP was further leveraged to further streamline processes such as Credit Management, Product Sales Orders and Profitability Analysis. The Company also deployed SAP in Mexico, making SAP as the core ERP system across every Tata Technologies entity. The SAP ERP platform was upgraded to the new ECC 6.0 leveraging associated functionality and performance improvements. The Company also deployed an integrated system to better refine employee Skills (my Skills) as part of its Competency Assessment efforts.

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

The Company continues to adopt Information Technology Infrastructure Library (ITIL) as its Service Delivery Framework for all internal operations and to adopt an IT Steering Committee governance framework to prioritize requirements across all parts of its business while ensuring return of its IT investments.

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr.S Ramadorai and Mr.P P Kadle are liable to retire by rotation and being eligible offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

To implement a robust framework in the Company, during the year, the Company has appointed M/s Ernst & Young as Internal Auditors of the Company to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2011.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. To scale Tata Technologies, to rapidly respond, to manage risk, to position the Company for long-term sustainability, to diversify the Company''s business into new industry verticals, geographies and new lines of service, the Company''s Engineering teams have been working with automotive, aerospace, industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The Company has identified innovation as key to its survival and success. It holds an annual innovation contest to stimulate and support innovation. Efforts continue to make innovation a key component in all the domain areas.

Complete Automobile Vehicle Engineering: The Company has capability to engineer and deliver complete vehicles, from concept to production to continuous engineering while the vehicle is in service.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, up gradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the Government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

---

Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

With the rapidly changing and uncertain macro-economic scenario, customer demands and expectations have also changed. Customers are maintaining a cautious approach when spending money on their IT & Engineering requirements. They are also looking for optimum utilization of that money by deriving maximum value in the products and solutions offered. This has emphasized the need for transformation in business models and service delivery, while bringing in more flexibility. The industry is looking to diversify beyond its key offerings and markets, defining new business and pricing models, transforming the delivery process through technology innovation and thus ensuring cost efficiency.

With increased focus on improving productivity and controlling costs while increasing the offshore revenue, the Company has been able to improve the EBITDA margins.

In the coming years, the Company will continue to improve on the parameters specifically focusing on Fixed Price based revenues, reduced rework efforts, increased zero defect deliveries to the customer, increased usage of automation tools and increased customer satisfaction rating among others.

Offshore business margins are significantly higher than other forms of service delivery. The Company has been continuously focusing on increasing its revenue share of offshore business which will help in improving EBIDTA margins.

Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

Changes in Share Capital after the Financial Year: The Company has allotted 37,46,505 (8.73% of total Equity Capital) and 18,73,253 (4.36% of total Equity Capital) fully paid Equity Shares at Rs.251.0072/- per share to Alpha TC Holdings Pte. Ltd. and Tata Trustee Company Ltd. - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. The members of the Company accorded their approval for the preferential allotment at their EGM held on April 30, 2011.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

The core components of the Company''s HR strategy include: attracting & retaining the best talent, building the capability of its employees for growth and sustenance of the business and enhancing the engagement of its workforce thereby becoming an employer of choice.

The Company''s recruitment strategy ensured that employee addition was clearly aligned to business demand. During the period, the Company added 569 employees overall, increasing its total strength beyond 4,600 employees across all geographies. More than 16% of new hires were selected from premium campuses across India. The attrition rate for FY11 was 18.3% on a global basis and 15.6% in India, which was below industry level. The percentage of women working for the Company is 12% globally.

The training programs at the entry level as well as the continuous learning programs have been enhanced to ensure that the Company has the right competencies in its workforce.

Overall, 16,103 learning days were invested towards development in key technology areas and 2,233 employees at various levels attended training programs. The Supervisory Development program and LEAD program enables identification and development of leaders in junior and middle management. To augment the workforce learning initiative and reach out to the global employee base, "iGETIT®" web based interactive self-paced learning tool has been deployed. "MySkills" an initiative to capture and enhance the skills and competencies of employees has been undertaken which will enable the Organization to build its capabilities aligned to customers'' requirements.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''Cohesion'' (engagement survey conducted globally by Gallup once in two years), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners. Leadership stays in touch with employees through skill level meetings and Employee Briefing sessions (held simultaneously across all geographies and locations). These sessions are coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

The Company fosters a high performance culture through various workforce practices like the Talent Pool program, the web enabled global application viz. Performance Assessment & Competency Enhancement process etc. which distinguish and recognize high performers. The Talent Pool process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth. The Company also provides structured feedback and development through Performance Improvement Plan for those requiring enhancements in their performance. The Reward & Recognition program rolled out globally has been a major success factor in the Company''s employee motivational initiatives.

7. CORPORATE SUSTAINABILITY

The Company is embarking on the journey from Corporate Social Responsibility (CSR) to Corporate Sustainability Program (CSP) to achieve its mission to make a positive difference in the communities in which the Company does business and to support select programs, outreach efforts and initiatives that improve and enhance the quality of life. During the year, the Company has taken following initiatives to achieve its mission:

A. Environment:

- Recycling of waste- Water

The Company uses 80,000 to 1,00,000 liters of water per day for human consumption at its Hinjawadi office. During the year, the Company reused/recycled this water resulting in saving of about 50,000 to 60,000 liters per day. The reused/recycled water is used for other purposes like gardening, watering trees, vehicle washing purposes etc.

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

During the year, the Company organized blood donation drives at various locations and donated 378 units of blood.

- Exhibition of products made by Blind School Girls:

The Company organized an Exhibition, at the time of Diwali and X-Mas, of hand made products like greeting cards, candles, jewelry etc. made by Blind students.

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

The Company raised funds for charity by launching a series of daily online World Cup related quizzes for employees and the entry fee generated was donated for supporting underprivileged children. The winners of the quiz received artwork created by those children as a prize.

C. Economic Talent Development:

- Ready Engineer:

The Company has started a ''Ready Engineer TM'' program during the year with a goal to meet the engineering industry''s demand for employable engineers and bridge the industry- institute gap with direct intervention. The program provides voluntary classroom based, industry-focused engineering training to engineering students. Initially 120 students, from two colleges, will be beneficiaries of this program.

- First Book - putting books into the hands of children: North America

First Book, in North America, is a Tata Sons partnership that promotes literacy, by providing at no cost, books to underprivileged elementary school children throughout the United States. First Book has distributed more than 70 million free and low cost books in thousands of communities till date. The Company donated 740 books to Garfield Elementary School in Livonia and further plans to give away 40,000 books across the country in partnership with Tata Sons.

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. The Company participated in the Tata Business Excellence Model (TBEM) external assessment in 2010 as a single organization representing all its geographies. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey with an improvement of 26 points over 2009 TBEM score.

The Company intends to move further up on the score band in the 2011 external assessment. A detailed action plan is made based on the outcomes of the assessment, which is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office.

The Quality Management System (QMS) has been implemented in the major delivery centers of Tata Technologies - Hinjawadi and Bangalore. Management processes and support function processes successfully cleared the mandatory surveillance audits to the quality standards AS 9100:B and ISO 9001: 2000.

The Company initiated extension of the best practices and global processes established through the QMS to other locations including onsite component of projects in Europe. Workshops were held for senior management and those managing onsite activities of projects. "Hands on" training was provided to onsite coordinators. This is a critical link in streamlining global business processes leading to significant benefits to the customers, the organization and employees.

To help streamline the Company''s operations in the Thailand Delivery center, the QMS was extended to this location. This center, which caters to the Asia Pacific operations outside India will soon go for ISO 9001:2008 Certification.

The main delivery location in Hinjawadi, Pune went through the mandatory surveillance audit of the Information Security Management System (ISMS) and retained its ISO 27001 Certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

A significant process initiative has been the establishment of the Global Engagement Model (GEM) which is a consolidation of best practices from locations around the world. Following the "Bid Response" phase, the "Delivery" module is now implemented in over 80 projects. GEM helps present a consistent, "common face" of the Company to the customer.

The quality standards have been revised to ISO 9001:2008 and AS 9100 C. Preparatory work including review and revision of the QMS, up gradation of internal auditors, training and workshops have been initiated towards meeting the goal of renewal of certifications to the revised standards in July 2011.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

IT Service Operations: A state of the art global datacenter was built in the Hinjawadi delivery center providing improved uptime and reliability to its customer/internal systems. The datacenter adopted a "Green IT" philosophy, with over 70% physical servers virtualized (consolidated) across North America, Europe and Asia-Pacific. The initiative achieved reduction in software licensing, space, power & cooling requirements while also providing higher performance and reliability. To maximize personal productivity of its employees through better collaboration, the Company is consolidating its two major domain/ email systems to a single platform. The Company also launched a Software Asset Management (SAM) initiative to streamline and govern its Engineering and other IT software assets across territories. In addition to cost reductions through better utilization (software re-harvesting) – the processes adopted are part of the global ISO 19770 standards.

IT Service Delivery: The Company matured its global process deployments across its major process areas along with the associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance and Decision Making/Analytics).

The Customer Relationship Management (CRM) system matured across all territories/countries with process and technology improvements across areas such as Quoting, Pre-Sales, Sales-Delivery Integration and Visibility to Customer Billing & Payables. Adoption of the GEM-iT systems was enhanced in the key Delivery Centers. SAP was further leveraged to further streamline processes such as Credit Management, Product Sales Orders and Profitability Analysis. The Company also deployed SAP in Mexico, making SAP as the core ERP system across every Tata Technologies entity. The SAP ERP platform was upgraded to the new ECC 6.0 leveraging associated functionality and performance improvements. The Company also deployed an integrated system to better refine employee Skills (my Skills) as part of its Competency Assessment efforts.

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

The Company continues to adopt Information Technology Infrastructure Library (ITIL) as its Service Delivery Framework for all internal operations and to adopt an IT Steering Committee governance framework to prioritize requirements across all parts of its business while ensuring return of its IT investments.

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr.S Ramadorai and Mr.P P Kadle are liable to retire by rotation and being eligible offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

To implement a robust framework in the Company, during the year, the Company has appointed M/s Ernst & Young as Internal Auditors of the Company to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2011.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. To scale Tata Technologies, to rapidly respond, to manage risk, to position the Company for long-term sustainability, to diversify the Company''s business into new industry verticals, geographies and new lines of service, the Company''s Engineering teams have been working with automotive, aerospace, industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The Company has identified innovation as key to its survival and success. It holds an annual innovation contest to stimulate and support innovation. Efforts continue to make innovation a key component in all the domain areas.

Complete Automobile Vehicle Engineering: The Company has capability to engineer and deliver complete vehicles, from concept to production to continuous engineering while the vehicle is in service.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, up gradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the Government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

---

Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

With the rapidly changing and uncertain macro-economic scenario, customer demands and expectations have also changed. Customers are maintaining a cautious approach when spending money on their IT & Engineering requirements. They are also looking for optimum utilization of that money by deriving maximum value in the products and solutions offered. This has emphasized the need for transformation in business models and service delivery, while bringing in more flexibility. The industry is looking to diversify beyond its key offerings and markets, defining new business and pricing models, transforming the delivery process through technology innovation and thus ensuring cost efficiency.

With increased focus on improving productivity and controlling costs while increasing the offshore revenue, the Company has been able to improve the EBITDA margins.

In the coming years, the Company will continue to improve on the parameters specifically focusing on Fixed Price based revenues, reduced rework efforts, increased zero defect deliveries to the customer, increased usage of automation tools and increased customer satisfaction rating among others.

Offshore business margins are significantly higher than other forms of service delivery. The Company has been continuously focusing on increasing its revenue share of offshore business which will help in improving EBIDTA margins.

Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

Changes in Share Capital after the Financial Year: The Company has allotted 37,46,505 (8.73% of total Equity Capital) and 18,73,253 (4.36% of total Equity Capital) fully paid Equity Shares at Rs.251.0072/- per share to Alpha TC Holdings Pte. Ltd. and Tata Trustee Company Ltd. - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. The members of the Company accorded their approval for the preferential allotment at their EGM held on April 30, 2011.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

The core components of the Company''s HR strategy include: attracting & retaining the best talent, building the capability of its employees for growth and sustenance of the business and enhancing the engagement of its workforce thereby becoming an employer of choice.

The Company''s recruitment strategy ensured that employee addition was clearly aligned to business demand. During the period, the Company added 569 employees overall, increasing its total strength beyond 4,600 employees across all geographies. More than 16% of new hires were selected from premium campuses across India. The attrition rate for FY11 was 18.3% on a global basis and 15.6% in India, which was below industry level. The percentage of women working for the Company is 12% globally.

The training programs at the entry level as well as the continuous learning programs have been enhanced to ensure that the Company has the right competencies in its workforce.

Overall, 16,103 learning days were invested towards development in key technology areas and 2,233 employees at various levels attended training programs. The Supervisory Development program and LEAD program enables identification and development of leaders in junior and middle management. To augment the workforce learning initiative and reach out to the global employee base, "iGETIT®" web based interactive self-paced learning tool has been deployed. "MySkills" an initiative to capture and enhance the skills and competencies of employees has been undertaken which will enable the Organization to build its capabilities aligned to customers'' requirements.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''Cohesion'' (engagement survey conducted globally by Gallup once in two years), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners. Leadership stays in touch with employees through skill level meetings and Employee Briefing sessions (held simultaneously across all geographies and locations). These sessions are coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

The Company fosters a high performance culture through various workforce practices like the Talent Pool program, the web enabled global application viz. Performance Assessment & Competency Enhancement process etc. which distinguish and recognize high performers. The Talent Pool process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth. The Company also provides structured feedback and development through Performance Improvement Plan for those requiring enhancements in their performance. The Reward & Recognition program rolled out globally has been a major success factor in the Company''s employee motivational initiatives.

7. CORPORATE SUSTAINABILITY

The Company is embarking on the journey from Corporate Social Responsibility (CSR) to Corporate Sustainability Program (CSP) to achieve its mission to make a positive difference in the communities in which the Company does business and to support select programs, outreach efforts and initiatives that improve and enhance the quality of life. During the year, the Company has taken following initiatives to achieve its mission:

A. Environment:

- Recycling of waste- Water

The Company uses 80,000 to 1,00,000 liters of water per day for human consumption at its Hinjawadi office. During the year, the Company reused/recycled this water resulting in saving of about 50,000 to 60,000 liters per day. The reused/recycled water is used for other purposes like gardening, watering trees, vehicle washing purposes etc.

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

During the year, the Company organized blood donation drives at various locations and donated 378 units of blood.

- Exhibition of products made by Blind School Girls:

The Company organized an Exhibition, at the time of Diwali and X-Mas, of hand made products like greeting cards, candles, jewelry etc. made by Blind students.

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

The Company raised funds for charity by launching a series of daily online World Cup related quizzes for employees and the entry fee generated was donated for supporting underprivileged children. The winners of the quiz received artwork created by those children as a prize.

C. Economic Talent Development:

- Ready Engineer:

The Company has started a ''Ready Engineer TM'' program during the year with a goal to meet the engineering industry''s demand for employable engineers and bridge the industry- institute gap with direct intervention. The program provides voluntary classroom based, industry-focused engineering training to engineering students. Initially 120 students, from two colleges, will be beneficiaries of this program.

- First Book - putting books into the hands of children: North America

First Book, in North America, is a Tata Sons partnership that promotes literacy, by providing at no cost, books to underprivileged elementary school children throughout the United States. First Book has distributed more than 70 million free and low cost books in thousands of communities till date. The Company donated 740 books to Garfield Elementary School in Livonia and further plans to give away 40,000 books across the country in partnership with Tata Sons.

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. The Company participated in the Tata Business Excellence Model (TBEM) external assessment in 2010 as a single organization representing all its geographies. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey with an improvement of 26 points over 2009 TBEM score.

The Company intends to move further up on the score band in the 2011 external assessment. A detailed action plan is made based on the outcomes of the assessment, which is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office.

The Quality Management System (QMS) has been implemented in the major delivery centers of Tata Technologies - Hinjawadi and Bangalore. Management processes and support function processes successfully cleared the mandatory surveillance audits to the quality standards AS 9100:B and ISO 9001: 2000.

The Company initiated extension of the best practices and global processes established through the QMS to other locations including onsite component of projects in Europe. Workshops were held for senior management and those managing onsite activities of projects. "Hands on" training was provided to onsite coordinators. This is a critical link in streamlining global business processes leading to significant benefits to the customers, the organization and employees.

To help streamline the Company''s operations in the Thailand Delivery center, the QMS was extended to this location. This center, which caters to the Asia Pacific operations outside India will soon go for ISO 9001:2008 Certification.

The main delivery location in Hinjawadi, Pune went through the mandatory surveillance audit of the Information Security Management System (ISMS) and retained its ISO 27001 Certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

A significant process initiative has been the establishment of the Global Engagement Model (GEM) which is a consolidation of best practices from locations around the world. Following the "Bid Response" phase, the "Delivery" module is now implemented in over 80 projects. GEM helps present a consistent, "common face" of the Company to the customer.

The quality standards have been revised to ISO 9001:2008 and AS 9100 C. Preparatory work including review and revision of the QMS, up gradation of internal auditors, training and workshops have been initiated towards meeting the goal of renewal of certifications to the revised standards in July 2011.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

IT Service Operations: A state of the art global datacenter was built in the Hinjawadi delivery center providing improved uptime and reliability to its customer/internal systems. The datacenter adopted a "Green IT" philosophy, with over 70% physical servers virtualized (consolidated) across North America, Europe and Asia-Pacific. The initiative achieved reduction in software licensing, space, power & cooling requirements while also providing higher performance and reliability. To maximize personal productivity of its employees through better collaboration, the Company is consolidating its two major domain/ email systems to a single platform. The Company also launched a Software Asset Management (SAM) initiative to streamline and govern its Engineering and other IT software assets across territories. In addition to cost reductions through better utilization (software re-harvesting) – the processes adopted are part of the global ISO 19770 standards.

IT Service Delivery: The Company matured its global process deployments across its major process areas along with the associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance and Decision Making/Analytics).

The Customer Relationship Management (CRM) system matured across all territories/countries with process and technology improvements across areas such as Quoting, Pre-Sales, Sales-Delivery Integration and Visibility to Customer Billing & Payables. Adoption of the GEM-iT systems was enhanced in the key Delivery Centers. SAP was further leveraged to further streamline processes such as Credit Management, Product Sales Orders and Profitability Analysis. The Company also deployed SAP in Mexico, making SAP as the core ERP system across every Tata Technologies entity. The SAP ERP platform was upgraded to the new ECC 6.0 leveraging associated functionality and performance improvements. The Company also deployed an integrated system to better refine employee Skills (my Skills) as part of its Competency Assessment efforts.

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

The Company continues to adopt Information Technology Infrastructure Library (ITIL) as its Service Delivery Framework for all internal operations and to adopt an IT Steering Committee governance framework to prioritize requirements across all parts of its business while ensuring return of its IT investments.

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr.S Ramadorai and Mr.P P Kadle are liable to retire by rotation and being eligible offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

To implement a robust framework in the Company, during the year, the Company has appointed M/s Ernst & Young as Internal Auditors of the Company to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2011.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. To scale Tata Technologies, to rapidly respond, to manage risk, to position the Company for long-term sustainability, to diversify the Company''s business into new industry verticals, geographies and new lines of service, the Company''s Engineering teams have been working with automotive, aerospace, industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The Company has identified innovation as key to its survival and success. It holds an annual innovation contest to stimulate and support innovation. Efforts continue to make innovation a key component in all the domain areas.

Complete Automobile Vehicle Engineering: The Company has capability to engineer and deliver complete vehicles, from concept to production to continuous engineering while the vehicle is in service.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, up gradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the Government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

---

Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

With the rapidly changing and uncertain macro-economic scenario, customer demands and expectations have also changed. Customers are maintaining a cautious approach when spending money on their IT & Engineering requirements. They are also looking for optimum utilization of that money by deriving maximum value in the products and solutions offered. This has emphasized the need for transformation in business models and service delivery, while bringing in more flexibility. The industry is looking to diversify beyond its key offerings and markets, defining new business and pricing models, transforming the delivery process through technology innovation and thus ensuring cost efficiency.

With increased focus on improving productivity and controlling costs while increasing the offshore revenue, the Company has been able to improve the EBITDA margins.

In the coming years, the Company will continue to improve on the parameters specifically focusing on Fixed Price based revenues, reduced rework efforts, increased zero defect deliveries to the customer, increased usage of automation tools and increased customer satisfaction rating among others.

Offshore business margins are significantly higher than other forms of service delivery. The Company has been continuously focusing on increasing its revenue share of offshore business which will help in improving EBIDTA margins.

Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

Changes in Share Capital after the Financial Year: The Company has allotted 37,46,505 (8.73% of total Equity Capital) and 18,73,253 (4.36% of total Equity Capital) fully paid Equity Shares at Rs.251.0072/- per share to Alpha TC Holdings Pte. Ltd. and Tata Trustee Company Ltd. - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. The members of the Company accorded their approval for the preferential allotment at their EGM held on April 30, 2011.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

The core components of the Company''s HR strategy include: attracting & retaining the best talent, building the capability of its employees for growth and sustenance of the business and enhancing the engagement of its workforce thereby becoming an employer of choice.

The Company''s recruitment strategy ensured that employee addition was clearly aligned to business demand. During the period, the Company added 569 employees overall, increasing its total strength beyond 4,600 employees across all geographies. More than 16% of new hires were selected from premium campuses across India. The attrition rate for FY11 was 18.3% on a global basis and 15.6% in India, which was below industry level. The percentage of women working for the Company is 12% globally.

The training programs at the entry level as well as the continuous learning programs have been enhanced to ensure that the Company has the right competencies in its workforce.

Overall, 16,103 learning days were invested towards development in key technology areas and 2,233 employees at various levels attended training programs. The Supervisory Development program and LEAD program enables identification and development of leaders in junior and middle management. To augment the workforce learning initiative and reach out to the global employee base, "iGETIT®" web based interactive self-paced learning tool has been deployed. "MySkills" an initiative to capture and enhance the skills and competencies of employees has been undertaken which will enable the Organization to build its capabilities aligned to customers'' requirements.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''Cohesion'' (engagement survey conducted globally by Gallup once in two years), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners. Leadership stays in touch with employees through skill level meetings and Employee Briefing sessions (held simultaneously across all geographies and locations). These sessions are coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

The Company fosters a high performance culture through various workforce practices like the Talent Pool program, the web enabled global application viz. Performance Assessment & Competency Enhancement process etc. which distinguish and recognize high performers. The Talent Pool process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth. The Company also provides structured feedback and development through Performance Improvement Plan for those requiring enhancements in their performance. The Reward & Recognition program rolled out globally has been a major success factor in the Company''s employee motivational initiatives.

7. CORPORATE SUSTAINABILITY

The Company is embarking on the journey from Corporate Social Responsibility (CSR) to Corporate Sustainability Program (CSP) to achieve its mission to make a positive difference in the communities in which the Company does business and to support select programs, outreach efforts and initiatives that improve and enhance the quality of life. During the year, the Company has taken following initiatives to achieve its mission:

A. Environment:

- Recycling of waste- Water

The Company uses 80,000 to 1,00,000 liters of water per day for human consumption at its Hinjawadi office. During the year, the Company reused/recycled this water resulting in saving of about 50,000 to 60,000 liters per day. The reused/recycled water is used for other purposes like gardening, watering trees, vehicle washing purposes etc.

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

During the year, the Company organized blood donation drives at various locations and donated 378 units of blood.

- Exhibition of products made by Blind School Girls:

The Company organized an Exhibition, at the time of Diwali and X-Mas, of hand made products like greeting cards, candles, jewelry etc. made by Blind students.

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

The Company raised funds for charity by launching a series of daily online World Cup related quizzes for employees and the entry fee generated was donated for supporting underprivileged children. The winners of the quiz received artwork created by those children as a prize.

C. Economic Talent Development:

- Ready Engineer:

The Company has started a ''Ready Engineer TM'' program during the year with a goal to meet the engineering industry''s demand for employable engineers and bridge the industry- institute gap with direct intervention. The program provides voluntary classroom based, industry-focused engineering training to engineering students. Initially 120 students, from two colleges, will be beneficiaries of this program.

- First Book - putting books into the hands of children: North America

First Book, in North America, is a Tata Sons partnership that promotes literacy, by providing at no cost, books to underprivileged elementary school children throughout the United States. First Book has distributed more than 70 million free and low cost books in thousands of communities till date. The Company donated 740 books to Garfield Elementary School in Livonia and further plans to give away 40,000 books across the country in partnership with Tata Sons.

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. The Company participated in the Tata Business Excellence Model (TBEM) external assessment in 2010 as a single organization representing all its geographies. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey with an improvement of 26 points over 2009 TBEM score.

The Company intends to move further up on the score band in the 2011 external assessment. A detailed action plan is made based on the outcomes of the assessment, which is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office.

The Quality Management System (QMS) has been implemented in the major delivery centers of Tata Technologies - Hinjawadi and Bangalore. Management processes and support function processes successfully cleared the mandatory surveillance audits to the quality standards AS 9100:B and ISO 9001: 2000.

The Company initiated extension of the best practices and global processes established through the QMS to other locations including onsite component of projects in Europe. Workshops were held for senior management and those managing onsite activities of projects. "Hands on" training was provided to onsite coordinators. This is a critical link in streamlining global business processes leading to significant benefits to the customers, the organization and employees.

To help streamline the Company''s operations in the Thailand Delivery center, the QMS was extended to this location. This center, which caters to the Asia Pacific operations outside India will soon go for ISO 9001:2008 Certification.

The main delivery location in Hinjawadi, Pune went through the mandatory surveillance audit of the Information Security Management System (ISMS) and retained its ISO 27001 Certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

A significant process initiative has been the establishment of the Global Engagement Model (GEM) which is a consolidation of best practices from locations around the world. Following the "Bid Response" phase, the "Delivery" module is now implemented in over 80 projects. GEM helps present a consistent, "common face" of the Company to the customer.

The quality standards have been revised to ISO 9001:2008 and AS 9100 C. Preparatory work including review and revision of the QMS, up gradation of internal auditors, training and workshops have been initiated towards meeting the goal of renewal of certifications to the revised standards in July 2011.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

IT Service Operations: A state of the art global datacenter was built in the Hinjawadi delivery center providing improved uptime and reliability to its customer/internal systems. The datacenter adopted a "Green IT" philosophy, with over 70% physical servers virtualized (consolidated) across North America, Europe and Asia-Pacific. The initiative achieved reduction in software licensing, space, power & cooling requirements while also providing higher performance and reliability. To maximize personal productivity of its employees through better collaboration, the Company is consolidating its two major domain/ email systems to a single platform. The Company also launched a Software Asset Management (SAM) initiative to streamline and govern its Engineering and other IT software assets across territories. In addition to cost reductions through better utilization (software re-harvesting) – the processes adopted are part of the global ISO 19770 standards.

IT Service Delivery: The Company matured its global process deployments across its major process areas along with the associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance and Decision Making/Analytics).

The Customer Relationship Management (CRM) system matured across all territories/countries with process and technology improvements across areas such as Quoting, Pre-Sales, Sales-Delivery Integration and Visibility to Customer Billing & Payables. Adoption of the GEM-iT systems was enhanced in the key Delivery Centers. SAP was further leveraged to further streamline processes such as Credit Management, Product Sales Orders and Profitability Analysis. The Company also deployed SAP in Mexico, making SAP as the core ERP system across every Tata Technologies entity. The SAP ERP platform was upgraded to the new ECC 6.0 leveraging associated functionality and performance improvements. The Company also deployed an integrated system to better refine employee Skills (my Skills) as part of its Competency Assessment efforts.

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

The Company continues to adopt Information Technology Infrastructure Library (ITIL) as its Service Delivery Framework for all internal operations and to adopt an IT Steering Committee governance framework to prioritize requirements across all parts of its business while ensuring return of its IT investments.

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr.S Ramadorai and Mr.P P Kadle are liable to retire by rotation and being eligible offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

To implement a robust framework in the Company, during the year, the Company has appointed M/s Ernst & Young as Internal Auditors of the Company to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2011.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. To scale Tata Technologies, to rapidly respond, to manage risk, to position the Company for long-term sustainability, to diversify the Company''s business into new industry verticals, geographies and new lines of service, the Company''s Engineering teams have been working with automotive, aerospace, industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The Company has identified innovation as key to its survival and success. It holds an annual innovation contest to stimulate and support innovation. Efforts continue to make innovation a key component in all the domain areas.

Complete Automobile Vehicle Engineering: The Company has capability to engineer and deliver complete vehicles, from concept to production to continuous engineering while the vehicle is in service.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, up gradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the Government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

---

Mar 31, 2011

The Directors present their Sixty-Sixth Annual Report and the Audited Statement of Accounts for the year ended March 31, 2011.

FINANCIAL PERFORMANCE SUMMARY

(Rs. in crores)

Company Tata Motors Group (Standalone) (Consolidated)

2010-11 2009-10 2010-11 2009-10

A FINANCIAL RESULTS

(i) Gross Revenue 52,135.97 38,364.10 1,27,419.62 95,567.42

(ii) Net Revenue (excluding excise duty) 48,040.46 35,593.05 1,23,133.30 92,519.25

(iii) Total Expenditure 43,269.15 31,414.77 1,05,353.33 83,905.09

(iv) Operating Profit 4,771.31 4,178.28 17,779.97 8,614.16

(v) Other Income 183.26 1,853.45 89.61 1,793.12

(vi) Profit before Interest, Depreciation, Amortization, Exceptional item & 4,954.57 6,031.73 17,869.58 10,407.28 Ta x

(vii) Interest and Discounting Charges (net)1,143.99 1,103.84 2,045.42 2,239.71

(viii) Cash Profit 3,810.58 4,927.89 15,824.16 8,167.57

(ix) Depreciation, Amortization & Product Development Expenses 1,466.94 1,177.90 5,618.00 4,385.33

(x) Profit for the year before Exceptional items & Tax 2,343.64 3,749.99 10,206.16 3,782.24

(xi) Exceptional items - Loss/(Gain) 147.12 920.45 (231.01) 259.60

(xii) Profit Before Tax 2,196.52 2,829.54 10,437.17 3,522.64

(xiii) Tax Expense 384.70 589.46 1,216.38 1,005.75

(xiv) Profit After Tax 1,811.82 2,240.08 9,220.79 2,516.89

(xv) Share of Minority Interest and Share of Profit in respect of invest - - 52.83 54.17 ments in associate companies

(xvi) Profit for the year 1,811.82 2,240.08 9,273.62 2,571.06

(xvii) Balance Brought Forward from Previous Year – Profit/(Loss) 1,934.13 1,685.99 (1,017.85)(1,553.66)

(xviii) Amount Available for Appropriations 3,745.95 3,926.07 8,255.77 1,017.40

B APPROPRIATIONS

(a) Debenture Redemption Reserve - 500.00 - 500.00

(b) General Reserve 200.00 500.00 228.78 520.32

(c) Other Reserves - - 84.20 13.08

(d) Dividend (including tax) 1,467.03 991.94 1,481.30 1,001.85

(e) Balance carried to Balance Sheet 2,078.92 1,934.13 6,461.49 (1,017.85)

DIVIDEND

Considering the Companys financial performance, the Directors have recommended a dividend of Rs.20/- per share on the increased capital of 53,83,22,483 Ordinary Shares of Rs.10/- each (previous year: Rs.15/- per share) and Rs.20.50 per share on 9,63,86,471 A Ordinary Shares of Rs.10/- each (previous year: Rs.15.50 per share) fully paid-up and any further Ordinary Shares and/or A Ordinary Shares that may be allotted by the Company prior to July 21, 2011 (being the book closure date for the purpose of the said dividend entitlement) for 2010-11 and will be paid on or after August 16, 2011. The said dividend, if approved by the Members, would involve a cash outfl ow of Rs.1,467.03 crores (previous year: Rs.991.94 crores) resulting in a payout of 81% (previous year: 44%) of the standalone Profits of the Company.

OPERATING RESULTS AND PROFITS

After a good year 2009-10 during which economies across the world showed signs of recovery, the economic conditions globally continued to be strong and positive in 2010-11, resulting in a strong growth for the automotive sector. The Indian economy continued to do well, driven by a good performance from the agricultural and the industrial sector with a GDP growth of 8.6%. The automotive sector recorded a growth of over 26% in India on the back of a robust economy.

Supported by its strong distinct product offerings in both the commercial vehicle and passenger vehicle ranges, the Company recorded a turnover of Rs.52,136 crores, a growth of 35.9% over the previous year. While the Company maintained a strong focus on cost control and market pricing, the increase in raw -material cost and fixed marketing expenses resulted in a lower EBITDA margin of 9.9% as compared to 11.7% in the previous year. The Profit Before Tax and Profit After Tax for 2010-11 was Rs.2,197 crores and Rs.1,812 crores respectively, as compared to Rs.2,830 crores and Rs.2,240 crores in the previous year. It may be noted that the previous year Profit included a net positive impact of Rs.958 crores, mainly on account of Profit on certain divestments which was partly set off by a loss on redemption of preference shares in a subsidiary company.

Jaguar Land Rover results for 2010-11 showed a signifi cant improvement with increase, both in volumes and revenue, better product mix, favourable exchange rates and higher margins. The introduction of the new Jaguar XJ, growing momentum of the Range Rover and Range Rover Sport and, in particular, the strengthening of the Jaguar Land Rover business in China, where it opened a National Sales Company (NSC) in mid 2010, were the main drivers. In addition, Jaguar Land Rover continued to benefit from cost effi ciencies and effective cash management initiatives adopted in response to the challenging operating conditions in 2008 and 2009.

As the global markets recovered coupled with a strong focus on product and market initiatives, particularly at Jaguar and Land Rover, the Tata Motors Group turnover in 2010-11 grew by 33.1% to Rs.1,23,133 crores. Tata Motors Group recorded its highest ever Consolidated Profit Before Tax of Rs.10,437 crores (Rs.3,523 crores in 2009-10) and the Consolidated Profit for the Year of Rs.9,274 crores (Rs.2,571 crores in 2009-10).

VEHICLE SALES AND MARKET SHARES

The overall Tata Motors Group sales at 10,80,994 vehicles crossed the 1 million mark in 2010-11, higher by 24.2% compared to the previous year. Global sales of all commercial vehicles were at 5,12,731 units, while global sales of all passenger vehicles were at 5,68,263 units.

The Company recorded sale of 7,78,540 vehicles in 2010-11, a growth of 22.8% over the previous year in the Indian domestic market representing a 24.3% market share in the Indian industry. It exported 58,089 vehicles from India, a growth of 70.3% over the previous year.

The Company increased its commercial vehicle sales in the Indian market to an all time high of 4,58,828 vehicles in 2010-11, representing a market share of 61.8%. A strong product portfolio, improved reach and penetration in the market and focus on customer oriented initiatives including fi nance enablement, ensured a 22.7% growth in commercial vehicle sales. Some of the key highlights were:

- The Company crossed the 4 million cumulative vehicle sales mark for its commercial vehicles.

- Sale of M&HCVs grew by 26.7% to 1,96,651 vehicles representing a market share of 60.1%. The Company continued to focus on customer centric initiatives, improved the sales of the Prima, and launched product variants to strengthen its product offerings. The Company introduced its CNG Hybrid city bus range and showcased it at the Commonwealth Games in Delhi.

- Sale of LCVs grew by 19.9% to 2,62,177 vehicles representing a market share of 63.2%. The new products launched such as the Ace EX, Super Ace and 407 Pickup helped increase the sales. With competition entering the small commercial vehicles segment, the market share in the segment was lower as against last year.

The Companys sales of passenger vehicles in the Indian market (inclusive of Tata, Fiat and Jaguar Land Rover brands) were at its highest ever at 3,19,712 vehicles, representing a market share of 13.0% in 2010-11. The competition in the passenger car market continued to increase with more international Automobile manufacturers entering the market with a variety of product offerings. Some of the key highlights were:

- The Company crossed the 2 million cumulative vehicle sales mark for its passenger vehicles.

- In June 2010, the Sanand plant for the production of the Nano was inaugurated. The Company completed delivery on the bookings of the Nano and opened sales in various States in a phased manner. Nano sales increased to 70,431 vehicles, a growth of 129% from 30,763 vehicles in the previous year. The Company focused on increasing the reach and penetration for the Nano and also fi nancing enablement for potential customer segments. The Nano bagged the gold prize in the Best New Product segment under the transportation category at the 2010 Edison Award, symbolizing persistence and excellence personifi ed as also the worlds oldest and coveted international award for Good Design in 2010 conferred by the Chicago Athenaeum: Museum of Architecture and Design together with the European Centre for Architecture Art Design and Urban Studies in the category of transportation.

- The sales in the Small Car segment (comprising the Nano, the Indica and the Vista) increased to 1,80,091 vehicles, a growth of 13.9% representing a market share of 11.7%.

- The Indigo and the Indigo Manza sales were 87,919 vehicles. The Indigo eCS and the Indigo Manza Elan variants launched in the year were well received in the market and improved the Companys market share in the mid-size segment to 25.8% (after taking Jaguar).

- In the Multi Utility Vehicles (MUV) segment, the Company sold 42,741 (including Land Rovers) vehicles, a growth of 27.0% mainly boosted by sales of the Safari. The Aria - a premium crossover and the Venture - a multi-purpose vehicle in this segment launched during the year facilitated improvement in market share which stood at 13.2%.

- The Fiat sales were 20,342 vehicles representing a market share of 0.8% - with sales of the 8,536 Lineas and 11,806 Grande Puntos.

- The Company sold 889 vehicles from the Jaguar Land Rover range in India and widened its dealership network. It also began working on the local assembly for the Jaguar Land Rover range in Pune which has since been operational from May 2011.

- Assisted by a recovery from the economic crisis in its key markets and a renewed focus on exports, the Companys International Business grew by 70.3%. The Company exported 50,244 commercial vehicles, a growth of 80.2% and 7,845 passenger vehicles, a growth of 25.9% as compared to the previous year. The Company continues to keenly focus on international markets and expects to launch its new product range in many of these markets. An assembly plant in South Africa is being set up and is expected to start production next year.

Jaguar Land Rover sold 2,43,621 vehicles in 2010-11 registering a growth of 25.6% with sales of 52,993 Jaguars - a growth of 11.8% and 1,90,628 Land Rovers - a growth of 30.06% over the previous year. Jaguar Land Rovers major international markets (U.S., U.K., China and Germany) continued to do well and boosted sales of the Jaguar Land Rover range. The new Jaguar XJ, deliveries of which started in the year, contributed signifi cantly to the growth of the Jaguar brand. Jaguar Land Rover also displayed the Jaguar C-X75 at the Paris Motor Show and launched the all new XKR-S Jaguar at the Geneva Motor Show which received rave reviews. The Range Rover - Evoque displayed at various auto shows and planned for launch early next year, received rave accolades and is expected to translate the brand identity of Range Rover so as to include small and very relevant products without diminishing its brand value. Jaguar and Land Rover received more than 80 international awards for its vehicles during 2010, which were shared equally between the two iconic brands.

Jaguar Land Rover retail volumes in the U.K. totalled 58,134, a 1.9% increase over the previous year whilst the retail volumes in the North America totalled 50,280 with Jaguar and Land Rover volumes growing by 14.8% and 22.9% respectively over the previous year. Retail volumes in key growth markets grew signifi cantly with China at 28,893 and Russia at 11,689, higher by 69.9% and 32.4% respectively, over the previous year. There was moderate growth in Europe of 6.2% resulting in retail volumes of 53,711 and across all other markets of 38,198 representing a 15.7% growth over the previous year. Market Share of Jaguar Land Rover in U.K., U.S., Europe, Russia and China were also either maintained or marginally improved.

Tata Daewoo Commercial Vehicle (TDCV) sales were stagnant at 8,748 vehicles as compared to 8,769 vehicles in the previous year. The fi nancial instability of its sole distributor in its domestic market in the previous year brought new challenges and opportunities. TDCV started its own sales company to distribute its products in the Korean market and also launched the Euro V compliant range of products.

Tata Hispano Motors Carrocera, S.A. sold 505 vehicles as compared to 248 units in the previous year, increasing its market share to 13% from 8% in the previous year. It won a prestigious order for supplying around 500 buses in the next 3 years to the Avanza Group, one of the largest private passenger transportation groups in Spain.

Tata Motors Thailand (TMTL) continued to do well with sales of 6,031 vehicles against 2,536 vehicles in the previous year. The growth was driven by a good response to the Xenon CNG model. TMTL also launched the Super Ace in the Thailand market.

CUSTOMER FINANCING INITIATIVES

The vehicle fi nancing activity in India under the brand "Tata MotorFinance" (TMF) of Tata Motors Finance Limited - a wholly owned subsidiary company, has shown improvements in disbursements as well as net interest margins, driven mainly by the overall economic recovery coupled with a strong focus by TMF on controlling costs, improving quality of fresh acquisitions and micro-management of collections. TMF fi nanced 1,60,781 vehicles during the year as compared to 1,44,806 vehicles in the previous year. Total disbursements at Rs.7,908 crores grew by 18% as against Rs.6,697 crores in the previous year. The disbursals for commercial vehicles were Rs.6,041 crores (94,446 units) as compared to Rs.5,123 crores (96,593 units) and for passenger cars were Rs.1,867 crores (66,335 units) as compared to Rs.1,454 crores (48,213 units) in the previous year. The market share in terms of the Tata vehicles fi nanced by TMF declined from 26% in Commercial vehicles to 21% and increased from 21% to 22% in passenger cars. TMFs strategy on managing non-performing assets (NPA), improving collection effi ciencies, improvements in the "Risk Scored Pricing Model" approach and thrust on customer relations through a branch based re-organised fi eld structure, has in the last 2 years turned around and improved its operations and Profitability, setting a robust platform to enable future growth.

Jaguar Land Rover have entered into arrangements with financial service providers to make vehicle fi nancing available to customers in 12 countries worldwide covering the largest markets by volume, including Chase Auto Finance in the U.S. and FGA Capital (a joint venture between Fiat Auto and Credit Agricole) in the UK and the rest of Europe.

HUMAN RESOURCES

The overall employee relations were peaceful and harmonious throughout the year. The Company continued to create a productive, learning and caring environment by implementing robust and comprehensive HR processes. 2010-11 saw the Company attracting substantial talent to fi ll some key Senior Leadership positions. The permanent manpower headcount also increased by 7% to 26,214. This increase in headcount supported the production and sales of over 8 lakh vehicles. The productivity, in terms of the turnover per employee has gone up by 19.3% to Rs.96 lakhs / employee. The Commercial Vehicles Business Unit showed consistent improvement over the years and is better than its competitors on all of the 8 HR Management parameters as rated by A C Nielsen.

The long term wage settlements were signed between the management and its unions at locations where the settlements were due for negotiations. The bonus settlements at all our plant locations were signed/announced in the month of September/October. The Tata Motors Employees Union elections at Pune CVBU and PCBU were conducted peacefully on March 9, 2011, with new representatives being elected.

Jaguar Land Rover have generally enjoyed cordial relations with employees at their factories and offices and have not had any strikes in the last eight years. More than 96% of manufacturing shop floor workers and approximately 45% of salaried staff in the U.K. are members of a labour union. Jaguar Land Rover signed a landmark settlement deal with the Unions which would lead to the creation of new jobs in the next decade, including 1,500 jobs at its Halewood facility, Liverpool in 2011. Jaguar Land Rover is recognised as a preferred employer in the U.K. and has won recognition in The Times "Top 100 Graduate Employers" for 2011; has won entry into The Times "Top 50 Employers for Women" and "one to note" as a first time entry in The Times "Best Companies" survey.

SAFETY & HEALTH - PERFORMANCE AND INITIATIVES

All of the Companys operating plants in India have been certifi ed to OHSAS - 18001 and ISO - 14001 standards and all the CVBU units have been conferred with the Golden Peacock Award on Safety & Health. Jamshedpur plant was adjudged first and was awarded by CII (Confederation of Indian Industry) Eastern Region in Safety, Health & Environment Practices. The Company took steps towards ensuring that every single individual working within its plant premises is protected from any harmful impact of his/her working and the inherent risks. Towards this end, the Company recently completed a diagnostic of the existing safety systems through DuPont and is taking steps to raise the safety standards to world class levels. ZAP (Zero Accident Plan) meetings are held all across plants and the defi ned bay owners in these plants champion these meetings. Tata Marcopolo Motors Limited would be implementing IMS – 18001/14001/9001 in both their plants in 2011-12 and other initiatives to increase focus on safety, including conducting of periodical audits to measure and ensure safety. A host of initiatives on health and wellness were taken across all plants in India. Specifi cally, a Health Index was initiated in the Pune plant and Ergonomics study carried out to improve workplace environment.

In overseas locations:

Jaguar Land Rover has robust health and safety management systems based on the U.K. Health and Safety Executives HSG 65 Standard for Successful Health and Safety Management. Jaguar Land Rover are working to achieve the international health and safety certifi cation standard OHSAS 18001, on all sites, with the first stage of the certifi cation process completed during 2010. All Jaguar Land Rover employees receive health and safety training as part of their induction and are kept up-to-date by weekly health and safety briefi ngs, quarterly occupational health and safety information bulletin, specifi c safety brief in response to any signifi cant incidents that occur, health and safety information on dedicated safety notice boards at each site and campaigns to raise awareness of specifi c risks or safety processes. Jaguar Land Rover also participates in awareness campaigns led by the U. K. Health and Safety Executive and the European Agency for Safety and Health at Work.

TDCV Korea achieved an accident rate of 0.30% (lower than the national average as well as competitors) and is certifi ed to OHSAS-18001 & ISO – 14001 Standards. Tata Hispano, Spain achieved ISO - 14001 certifi cation. Tata Motors (Thailand) Ltd. (TMTL) had Zero accidents and also conducted specifi c training from equipment suppliers like wheel alignment, overhead cranes, two/four post lifters, etc. to ensure safe and proper operations by the workmen.

The above initiatives are in line with the Tata Motors Groups medium term goal to emerge as a leader in safety in the Indian automobile industry and globally in the longer horizon.

FINANCE

The borrowings of the Company as on March 31, 2011 stood at Rs.15,899 crores (previous year Rs.16,595 crores). Cash and Bank balances and Current investments in Liquid / Liquid Plus schemes of Mutual funds stood at Rs.2,514 crores (previous year Rs.2,273 crores).

Tata Motors Groups borrowings as on March 31, 2011 stood at Rs.32,791 crores (previous year Rs.35,108 crores). Cash and Bank balances and current investments in Liquid / Liquid Plus schemes of Mutual funds stood at Rs.12,071 crores (previous year Rs.9,808 crores). The key highlights were:- - The Company issued rated, listed, secured/unsecured non-convertible debentures of Rs.900 crores with maturities of 10 – 15 years as a step to raise long term resources and optimize the loan maturity profi le.

- In October 2010, the Company raised funds aggregating Rs.3,351 crores (US$ 750 million) by an issue of 3,21,65,000 A Ordinary Shares at a price of Rs.764/- per share and 83,20,300 Ordinary Shares at a price of Rs.1,074/- per share to Qualifi ed Institutional Buyers (QIBs), under a qualifi ed institutional placement. The said issue was well received by the investors and the Company availed of the opportunity to price it at the mid-upper band. This milestone in the fi nancing strategy enabled it to come closer to its objective of balance sheet de-leveraging.

- Consequent upon the holders of Foreign Currency Convertible Notes (FCCNs) of US$327.07 million and JPÂ¥ 30 million exercising their option to convert their FCCNs to Ordinary Shares, the Company allotted 2,35,70,426 Ordinary Shares.

The Company redeemed the 0% JPÂ¥ 720 million Convertible Notes as per the terms of the issue which were remaining outstanding out of the 0% JPÂ¥ 11,760 million Convertible Notes issued in 2006, the balance 93.9% of the said Notes being previously converted/ repurchased.

Tranche 1 of the secured, rated, credit enhanced, listed 2% coupon non convertible debentures aggregating Rs.800 crores was redeemed as per the terms of issue out of the 4 tranches of debentures aggregating Rs.4,200 crores issued in 2009-10.

With a turnaround in the business and continuing strong Profitability in 2010-11, the net debt at Jaguar Land Rover reduced to GB£ 233 million. During the year, Jaguar Land Rover took steps to establish hedging lines in order to reduce risks to the business from foreign exchange fl uctuations and establishing long term funding facilities in order to strengthen the capital structure.

Tata Motors Finance Ltd have raised Rs.361 crores by an issue of unsecured, non-convertible, subordinated perpetual debentures towards Tier 1 and 2 Capital to meet its growth strategy and improve its Capital Adequacy ratio.

Tata Motors Groups gross Debt/Equity ratio as at March 31, 2011 at 1.17 was signifi cantly lower as compared to 4.28 as on March 31, 2010.

The Company has undertaken and will continue to implement suitable steps for raising long term resources to match the Companys fund requirement and to optimize its loan maturity profi le. The Companys rating for foreign currency borrowings was revised upwards by Standard & Poor by 2 notches to BB- and by Moodys by 3 notches to Ba3. For borrowings in local currency, the rating was revised upwards by 1 notch by Crisil at AA-, by ICRA at LAA- and reaffi rmed by CARE at AA-.

INFORMATION TECHNOLOGY INITIATIVES

Tata Motors Group continues to lead in the use of Information Technology as an integral part of its strategy and goes beyond the organisations boundaries to cover suppliers, dealers and customers. The Company won an Architecture Excellence Award in the IT Service Management category at the ICMG World Conclave. The Companys competitive advantage includes a world class Customer Relations Management solutions (CRM) with integrated Dealer Management System (DMS) used by more than 2,500 channel partners. For receiving customer requests and feedback, the Company has an enterprise SMS no. 5616161 and a customer toll free no. 1800 209 7979. CRM capabilities are now being replicated in its international operations. Major highlights of the year are:-

- Enhancement of the Call Center operations capabilities to get benchmark customer interaction performance, addition of Key Accounts Portal and deployment of Used Vehicle and Customer Loyalty solution.

- Strengthening of IT support through distributed warehouse management and spares planning systems for its after market operations.

- Implementation of ERP for large and complex maintenance operations for the Delhi Transport Corporation.

- Supplier self service with design collaboration solution extended to additional 550 vendors with more than 2,500 vendors.

- Use of manufacturing automation systems to run lean production operations with advanced systems in plants for Nano and Ace.

- Expanded analytics and planning solutions to all key business functions with plans to embrace advanced analytical capabilities.

- Jaguar Land Rover completed IT transition from Ford and launched multiple strategic ERP programs.

- Jaguar Land Rover has commenced IT enhancements with the implementation of SAP ERP software in the UK and SAP "all in one" in the National Sales Companies. Jaguar Land Rover is also transforming its product development capabilities with new toolsets, including Product Life Cycle Management (PLM).

- TDCV, Korea started its own sales and marketing operations, which went through the ERP implementation to support retail sales and initiated centralized IT procurement to leverage common contracts and terms.

The Tata Motors Group companies are collaborating on various fronts in the use of Information Technology including deployment of state-of-the-art video conferencing system. The Tata Technologies Group continues to be a strategic partner in strengthening the Tata Motors Group IT capabilities.

NEW PRODUCT, TECHNOLOGY AND ENVIRONMENT FRIENDLY INITIATIVES Product Development

The Company strives to be at the forefront of innovation and works to launch products aimed at the emerging needs of its customers. It continues to develop and build on its in-house capabilities and works with the right partners to ensure that it has competitive product offerings. Some of the Companys key products and initiatives for the year include:

- Showcased the Tata Pixel - a concept for a future city car at the Geneva Motor Show.

- Launched the Aria - a premium crossover with high-end features such as 4x4, Torque on Demand, ESP, six airbags.

- Launched the BS IV compliant variants of the Indica and the Indigo CS, the Indica eV2 and Indigo eCS with segment leading fuel effi ciencies. These vehicles are powered by the Companys 1.4L CRAIL engine.

- Launched Elan - a high end variant of the Indigo Manza sedan.

- Ace Zip and Magic Iris were test marketed in various parts of the country and are expected to be formally launched across the country in May this year. This completes the Ace family offerings now spanning from the Ace Zip and Magic Iris at the lower end and the Super Ace and Venture on the higher end.

- Launched the Venture - a Multi Purpose Vehicle (MPV) on the Ace platform.

- The Prima range launched in the previous year was expanded with the introduction of the Prima Construck range of tippers in the market. Some Prima trucks were also launched in Korea and some of the tippers are soon expected to be launched in the international markets.

- Jaguar Land Rover launched the all new Jaguar XJ, the new 4.4 V8 diesel Range Rover and the new 2.2 diesel Land Rover - Freelander.

- Jaguars Advanced Design Team and the Jaguar Land Rover Technical Innovation Team created a concept car for the Paris Motor Show to celebrate 75 years of Jaguar Design and Innovation. The resultant - a stunning Jaguar C-X75, is a radical combination of hyper-car, eco-friendliness and 21st century technology, which won Car of the Show capturing the imagination of millions. Jaguar Land Rover recently announced their partnership with Williams F1 to bring a version of this concept to the market in 2013.

- Tata Hispano Motors Carrocera, S.A., Spain introduced 4 new brand models of its buses, viz. Area - an urban bus, 2 hybrid urban buses and Naya - a new deluxe coach. This alongwith the Xerus and Intea models launched last year would expand its product range in high-end buses/coaches.

Development of Environment Friendly Technologies

As a responsible automotive manufacturer, the Tata Motors Group continues to develop vehicles and technologies to reduce its carbon footprint. Some of the signifi cant initiatives/achievements are:

- Showcased its CNG parallel Hybrid low-floor city buses in the Commonwealth Games in Delhi.

- Tata Indica Vista EVX developed by engineers at our European subsidiary - Tata Motors European Technical Centre, Plc, bagged the Most Economic Small Passenger EV and the Most Economical and Environment Friendly Small Passenger EV under the Small Passenger EV category at the inaugural Royal Automobile Club, Brighton to London Future Car Challenge.

- Migrated to meeting the BS IV emission norms by developing BS IV compliant range of vehicles, in particular, Indica eV2 and Indigo eCS with 1.4L CRAIL engines with segment leading fuel effi ciencies.

- Jaguar and Land Rover continue to invest heavily in environmental innovation to support delivery of the 2012 European Union requirement for reduction in CO2. The 2010-11 new model launches including the all new Jaguar XJ, the new 4.4 V8 Diesel Range Rover and the new 2.2 Diesel Land Rover - Freelander realised improvements in CO2 performance in excess of 10 %. The Jaguar XF and Range Rover Evoque to be launched in the second quarter of 2011, would continue this trend. The Jaguar XF 2.2 Diesel 8 speed automatic transmission variant with Stop/Start technology reduces the entry model CO2 output whilst the Evoque features a number of lightweight, vehicle effi ciency and Powertrain technologies that make this the most fuel effi cient Range Rover ever.

Jaguar Land Rover is working on introducing a new Premium Lightweight Architecture for its products. This has seen a host of environment friendly technologies including new aluminium alloys, down-sized powertrains, Eco HMI, sustainable materials, best-

CO2 navigation routes, electronic power steering, aerodynamic features and many more technologies. These technologies enable the delivery of class leading Luxury and Performance combined with low CO2 and lay the foundation for effi cient hybridization of the platform. Jaguar Land Rovers initial Full-Hybrid programme is also in advanced stages.

In 2010-11, some of the Plug-In Hybrid projects of Jaguar Land Rover were completed and have provided the technical foundation for a production development programme for Parallel Plug-in Hybrids. In addition, Jaguar Land Rover has made signifi cant progress on a number of ongoing collaborative Research and Development programmes investigating a wide range of CO2 reduction technologies. These include radical combustion engine downsizing/pressure charging, alternative power sources for Series Hybrids, Flywheel KERS and waste energy recovery systems.

Tata Hispano Motors Carrocera SA, Spain, won a prestigious order for supplying 10 CNG Series Hybrid low-floor city buses, to be built on the Companys chassis, to EMT Madrid, a Madrid city public transportation company.

CONSOLIDATED FINANCIAL STATEMENTS

The Tata Motors Group reported consolidated revenues (net of excise) for 2010-11 of Rs.123,133 crores, posting a growth of 33.1% over Rs.92,519 crores in the previous year, with strong volume growth globally in all major markets. The Consolidated Profit before Tax (PBT) for the year was Rs.10,437 crores, compared to a PBT of Rs.3,523 crores for the previous year. The Consolidated Profit for the period (After Tax and post minority interest and Profit in respect of Associate companies) for the year was Rs.9,274 crores, a signifi cant increase from a Profit of Rs.2,571 crores in the previous year. As required under the Listing agreement with the Stock Exchanges, Consolidated Financial Statements of the Tata Motors Group (the Company and all its subsidiary companies) are attached.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 (Act), the Ministry of Corporate Affairs vide its General Circular No 2/2011 dated February 8, 2011 has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212 of the Act which requires the attaching of the Balance Sheet, Profit & Loss Account and other documents of its subsidiary companies to its Balance Sheet. Accordingly, the said documents are not being included in this Annual Report. The main fi nancial summaries of the subsidiary companies are provided under the section Subsidiary Companies: Financial Highlights 2010-11 in the Annual Report. The Company will make available the said annual accounts and related detailed information of the subsidiary companies upon request by any member of the Company or its subsidiary companies and the same will also be kept open for inspection by any member at the Head office of the Company and the subsidiary companies.

SUBSIDIARY AND ASSOCIATE COMPANIES

Subsidiary Companies

The Company has 67 (direct and indirect) subsidiaries (10 in India and 57 abroad) as on March 31, 2011 as disclosed in the accounts. During the year, the following changes have taken place in subsidiary companies:

Subsidiary companies formed/acquired, etc.

- The Company acquired 80% stake in Trilix Srl., Turin (Italy), a design and engineering company in September, 2010.

- Tata Precision Industries Pte. Ltd became a subsidiary after the Company increased its shareholding from 49.99% to 78.39% by subscribing to an additional 28.4% share of Tata Precision Industries Pte Ltd, Singapore on February 15, 2011. Tata Precision Industries Pte Ltd holds 100% shares of Tata Engineering Services Pte Ltd, hence Tata Engineering Services Pte Ltd also became a subsidiary.

- Tata Daewoo Commercial Vehicle Company Limited formed a wholly owned subsidiary, Tata Daewoo Commercial Vehicle Sales and Distribution Company Limited.

- HV Axles Limited and HV Transmissions Limited, two of the Companys subsidiaries, have announced an amalgamation to harness synergies and graduate to become a total driveline solutions provider.

Companies ceasing to be subsidiary companies

- INCAT SAS, a subsidiary of Tata Technologies Limited was liquidated.

- Jaguar Land Rover Mexico SA de CV was sold to an importer.

Name changes

Carroseries Hispano Maghreb to Tata Hispano Motors Carroseries Maghreb.

Other than the above there has been no material change in the nature of the business of the subsidiary companies.

Associate companies

As on March 31, 2011, the Company had 7 associate companies as disclosed in the accounts:

FIXED DEPOSITS

The Company discontinued the acceptance and renewal of fixed deposits from the public and shareholders with effect from May 28, 2010. During the year, it changed the Registrars to the Fixed Deposit scheme to M/s. TSR Darashaw Limited (TSRDL) from M/s. Link Intime India Private Limited. TSRDL are also the Registrars and Transfer Agents for shares and debentures issued by the Company since past few decades and would thus be a focal point of contact for all investor services. The Company has no overdue deposits other than unclaimed deposits.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as an Annexure to the Directors Report.

DIRECTORS

Dr Ralf Speth was appointed as an Additional Director on November 10, 2010 in accordance with Section 260 of the Companies Act, 1956 (the Act) and Article 132 of the Companys Articles of Association and will cease to hold office at the forthcoming Annual General Meeting and is eligible for appointment. In accordance with the provisions of the Act and the Article of Association of the Company, M/s Ravi Kant, N N Wadia and S M Palia are liable to retire by rotation and are eligible for re-appointment. Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

Dr J J Irani, a Director nominated by Tata Steel Limited (Steel Director) and who is a non-rotational Director as per Article 127 of the Companys Articles of Association, has conveyed his decision to step down from the Companys Board from June 2, 2011 on attaining 75 years as per the Retirement policy of the Tata Group. Dr Irani was also a member of the Companys Executive Committee of the Board. The Board of Directors in its meeting held on May 26, 2011 expressed appreciation of the enormous contributions made by Dr Irani over the years to the development and growth of the Company as also his good counsel in charting its future direction.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors Report and the certifi cate from the Practicing Company Secretary confi rming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report.

PARTICULARS OF EMPLOYEES

The Company has 99 employees who were in receipt of remuneration of not less than Rs.60 lakhs during the year or Rs.5 lakhs per month during any part of the said year. The Information required under Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder is provided in the Annexure forming part of the Report. In terms of Section 219(1)(b)(iv) of the Act, 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.

CSR INITIATIVES

A separate section on initiatives taken by the Company to fulfi ll its Corporate Social Responsibilities is included in the Annual Report.

AUDIT

M/s Deloitte Haskins & Sells (DHS), Registration No. 117366W, who are the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2011-12. DHS have, under Section 224(1) of the Act, furnished a certifi cate of their eligibility for re-appointment.

Cost Audit

As per the requirement of the Central Government and pursuant to Section 233B of the Act, the audit of the cost accounts relating to motor vehicles is carried out every year. Pursuant to the approval of Ministry of Corporate Affairs (MCA) vide Sr. No. 52/413/CAB/1989 dated September 1, 2009, M/s Mani & Co. having registration No. 00004 were appointed as the Cost Auditors for auditing the Companys cost accounts relating to motor vehicles for the financial year ended March 31, 2010. Consequent upon the audit undertaken and submission of the Cost Audit Report dated August 10, 2010 and based on the recommendation of the Audit Committee, the Board approved of the said Audit Report on August 10, 2010 which was fi led with the MCA on September 8, 2010.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Act, the Directors, based on the representation received from the Operating Management, confi rm that:- - in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

- they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

- they have taken proper and suffi cient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Companys employees for their enormous personal efforts as well as their collective contribution to the Companys performance. The Directors would also like to thank the employee unions, shareholders, fixed deposit holders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confi dence in its management.

On behalf of the Board of Directors

RATAN N TATA

Chairman Mumbai, May 26, 2011

---

Mar 31, 2011

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:

Rs. in crore

2010-11 2009-10

Income from Services & Sale of Products 492.68 382.39

Other Income 12.07 9.41

Total Income 504.75 391.80

Operating Expenditure 361.18 273.42

Profit before Depreciation, Interest and Taxes 143.57 118.38

Interest 1.70 1.71

Depreciation 14.77 9.37

Profit / (Loss) before Tax 127.10 107.30

Provision for Taxes 30.05 30.93

Profit / (Loss) after Tax 97.05 76.37

Balance brought forward from previous year 93.66 55.64

Amount available for Appropriations 190.71 132.01

APPROPRIATIONS Interim Dividend 26.09 -

Proposed final Dividend 18.63 26.03

Tax on Interim / Proposed Dividend 7.36 4.32

General Reserve 10.00 8.00

Balance carried to Balance Sheet 128.63 93.66

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs382.39 crore in 2009-10 to Rs492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and off shoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs422.50 crore and Rs70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT®.

3. DIVIDEND

The Board declared an interim dividend of Rs7/- per share in January 2011 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs5/- per share,

in addition to the interim dividend of Rs7/- per share for the financial year 2010-11 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs7/- per share.

4. BUSINESS OUTLOOK

With the rapidly changing and uncertain macro-economic scenario, customer demands and expectations have also changed. Customers are maintaining a cautious approach when spending money on their IT & Engineering requirements. They are also looking for optimum utilization of that money by deriving maximum value in the products and solutions offered. This has emphasized the need for transformation in business models and service delivery, while bringing in more flexibility. The industry is looking to diversify beyond its key offerings and markets, defining new business and pricing models, transforming the delivery process through technology innovation and thus ensuring cost efficiency.

With increased focus on improving productivity and controlling costs while increasing the offshore revenue, the Company has been able to improve the EBITDA margins.

In the coming years, the Company will continue to improve on the parameters specifically focusing on Fixed Price based revenues, reduced rework efforts, increased zero defect deliveries to the customer, increased usage of automation tools and increased customer satisfaction rating among others.

Offshore business margins are significantly higher than other forms of service delivery. The Company has been continuously focusing on increasing its revenue share of offshore business which will help in improving EBIDTA margins.

Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs37.24 crore to Rs37.32 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

Changes in Share Capital after the Financial Year: The Company has allotted 37,46,505 (8.73% of total Equity Capital) and 18,73,253 (4.36% of total Equity Capital) fully paid Equity Shares at Rs.251.0072/- per share to Alpha TC Holdings Pte. Ltd. and Tata Trustee Company Ltd. - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. The members of the Company accorded their approval for the preferential allotment at their EGM held on April 30, 2011.

6. HUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011. The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602 professionals serving clients in 25 countries on five continents. The Company''s philosophy is to staff and manage a country''s organization with the citizens of those countries. This allows keeping decision making closer to the customers the Company serves.

The core components of the Company''s HR strategy include: attracting & retaining the best talent, building the capability of its employees for growth and sustenance of the business and enhancing the engagement of its workforce thereby becoming an employer of choice.

The Company''s recruitment strategy ensured that employee addition was clearly aligned to business demand. During the period, the Company added 569 employees overall, increasing its total strength beyond 4,600 employees across all geographies. More than 16% of new hires were selected from premium campuses across India. The attrition rate for FY11 was 18.3% on a global basis and 15.6% in India, which was below industry level. The percentage of women working for the Company is 12% globally.

The training programs at the entry level as well as the continuous learning programs have been enhanced to ensure that the Company has the right competencies in its workforce.

Overall, 16,103 learning days were invested towards development in key technology areas and 2,233 employees at various levels attended training programs. The Supervisory Development program and LEAD program enables identification and development of leaders in junior and middle management. To augment the workforce learning initiative and reach out to the global employee base, "iGETIT®" web based interactive self-paced learning tool has been deployed. "MySkills" an initiative to capture and enhance the skills and competencies of employees has been undertaken which will enable the Organization to build its capabilities aligned to customers'' requirements.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''Cohesion'' (engagement survey conducted globally by Gallup once in two years), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners. Leadership stays in touch with employees through skill level meetings and Employee Briefing sessions (held simultaneously across all geographies and locations). These sessions are coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

The Company fosters a high performance culture through various workforce practices like the Talent Pool program, the web enabled global application viz. Performance Assessment & Competency Enhancement process etc. which distinguish and recognize high performers. The Talent Pool process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth. The Company also provides structured feedback and development through Performance Improvement Plan for those requiring enhancements in their performance. The Reward & Recognition program rolled out globally has been a major success factor in the Company''s employee motivational initiatives.

7. CORPORATE SUSTAINABILITY

The Company is embarking on the journey from Corporate Social Responsibility (CSR) to Corporate Sustainability Program (CSP) to achieve its mission to make a positive difference in the communities in which the Company does business and to support select programs, outreach efforts and initiatives that improve and enhance the quality of life. During the year, the Company has taken following initiatives to achieve its mission:

A. Environment:

- Recycling of waste- Water

The Company uses 80,000 to 1,00,000 liters of water per day for human consumption at its Hinjawadi office. During the year, the Company reused/recycled this water resulting in saving of about 50,000 to 60,000 liters per day. The reused/recycled water is used for other purposes like gardening, watering trees, vehicle washing purposes etc.

- Recycling of waste-Food

The Company''s canteen generates about 60 to 70 Kgs of waste food every day. This waste food is converted into Fertilizers through "Vermi culture" which is now used in the Company''s gardens and distributed amongst nearby farmers.

B. Social Responsibility:

- Blood Donation:

During the year, the Company organized blood donation drives at various locations and donated 378 units of blood.

- Exhibition of products made by Blind School Girls:

The Company organized an Exhibition, at the time of Diwali and X-Mas, of hand made products like greeting cards, candles, jewelry etc. made by Blind students.

- AIDS Day awareness drive:

The Company''s employee volunteers organized an AIDS awareness desk at the Company''s Hinjawadi Campus.

- Quiz for a Cause:

The Company raised funds for charity by launching a series of daily online World Cup related quizzes for employees and the entry fee generated was donated for supporting underprivileged children. The winners of the quiz received artwork created by those children as a prize.

C. Economic Talent Development:

- Ready Engineer:

The Company has started a ''Ready Engineer TM'' program during the year with a goal to meet the engineering industry''s demand for employable engineers and bridge the industry- institute gap with direct intervention. The program provides voluntary classroom based, industry-focused engineering training to engineering students. Initially 120 students, from two colleges, will be beneficiaries of this program.

- First Book - putting books into the hands of children: North America

First Book, in North America, is a Tata Sons partnership that promotes literacy, by providing at no cost, books to underprivileged elementary school children throughout the United States. First Book has distributed more than 70 million free and low cost books in thousands of communities till date. The Company donated 740 books to Garfield Elementary School in Livonia and further plans to give away 40,000 books across the country in partnership with Tata Sons.

- Run for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope. 41 employees raised more than US$4,000.

- Adopt-a-Family: North America

The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. The Company participated in the Tata Business Excellence Model (TBEM) external assessment in 2010 as a single organization representing all its geographies. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey with an improvement of 26 points over 2009 TBEM score.

The Company intends to move further up on the score band in the 2011 external assessment. A detailed action plan is made based on the outcomes of the assessment, which is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office.

The Quality Management System (QMS) has been implemented in the major delivery centers of Tata Technologies - Hinjawadi and Bangalore. Management processes and support function processes successfully cleared the mandatory surveillance audits to the quality standards AS 9100:B and ISO 9001: 2000.

The Company initiated extension of the best practices and global processes established through the QMS to other locations including onsite component of projects in Europe. Workshops were held for senior management and those managing onsite activities of projects. "Hands on" training was provided to onsite coordinators. This is a critical link in streamlining global business processes leading to significant benefits to the customers, the organization and employees.

To help streamline the Company''s operations in the Thailand Delivery center, the QMS was extended to this location. This center, which caters to the Asia Pacific operations outside India will soon go for ISO 9001:2008 Certification.

The main delivery location in Hinjawadi, Pune went through the mandatory surveillance audit of the Information Security Management System (ISMS) and retained its ISO 27001 Certification. This is an essential quality standard which demonstrates the organization''s ability to secure customer and business related information.

A significant process initiative has been the establishment of the Global Engagement Model (GEM) which is a consolidation of best practices from locations around the world. Following the "Bid Response" phase, the "Delivery" module is now implemented in over 80 projects. GEM helps present a consistent, "common face" of the Company to the customer.

The quality standards have been revised to ISO 9001:2008 and AS 9100 C. Preparatory work including review and revision of the QMS, up gradation of internal auditors, training and workshops have been initiated towards meeting the goal of renewal of certifications to the revised standards in July 2011.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

IT Service Operations: A state of the art global datacenter was built in the Hinjawadi delivery center providing improved uptime and reliability to its customer/internal systems. The datacenter adopted a "Green IT" philosophy, with over 70% physical servers virtualized (consolidated) across North America, Europe and Asia-Pacific. The initiative achieved reduction in software licensing, space, power & cooling requirements while also providing higher performance and reliability. To maximize personal productivity of its employees through better collaboration, the Company is consolidating its two major domain/ email systems to a single platform. The Company also launched a Software Asset Management (SAM) initiative to streamline and govern its Engineering and other IT software assets across territories. In addition to cost reductions through better utilization (software re-harvesting) – the processes adopted are part of the global ISO 19770 standards.

IT Service Delivery: The Company matured its global process deployments across its major process areas along with the associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance and Decision Making/Analytics).

The Customer Relationship Management (CRM) system matured across all territories/countries with process and technology improvements across areas such as Quoting, Pre-Sales, Sales-Delivery Integration and Visibility to Customer Billing & Payables. Adoption of the GEM-iT systems was enhanced in the key Delivery Centers. SAP was further leveraged to further streamline processes such as Credit Management, Product Sales Orders and Profitability Analysis. The Company also deployed SAP in Mexico, making SAP as the core ERP system across every Tata Technologies entity. The SAP ERP platform was upgraded to the new ECC 6.0 leveraging associated functionality and performance improvements. The Company also deployed an integrated system to better refine employee Skills (my Skills) as part of its Competency Assessment efforts.

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company''s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

The Company continues to adopt Information Technology Infrastructure Library (ITIL) as its Service Delivery Framework for all internal operations and to adopt an IT Steering Committee governance framework to prioritize requirements across all parts of its business while ensuring return of its IT investments.

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course. With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reduced from 9 to 8 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aero structures for the aerospace industry. The Company reported revenues of Rs.3.35 crore for the FY 2010-11 as against the revenues of Rs.0.57 crore in FY 2009-10 an increase of 487.72% over last year. The loss for the year was Rs 0.60 crore as against Rs.1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs1268.06 crore, an increase of 15.63% against Rs1096.69 crore in the previous year. The profit before tax was Rs179.92 crore as against Rs125.97crore in the previous year, recording a growth of 42.83%. The profit after tax was Rs139.02 crore as against Rs91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services and Rs367 crore for products) compared to FY 2010 when the Company recorded Rs787 crore for services and Rs 284 crore for products or a 74/26 mix. The Americas produced Rs462.90 crore with Asia Pacific recording Rs546.62 crore and Europe generating Rs381.47 crore. The three territories combined produced Rs1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared to Rs1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions. Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/Investor of its subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr.S Ramadorai and Mr.P P Kadle are liable to retire by rotation and being eligible offer themselves for reappointment.

12. STATUTORY AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. INTERNAL AUDITORS

To implement a robust framework in the Company, during the year, the Company has appointed M/s Ernst & Young as Internal Auditors of the Company to conduct the Internal Audit of the Company and its subsidiaries.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2011.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 8 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. To scale Tata Technologies, to rapidly respond, to manage risk, to position the Company for long-term sustainability, to diversify the Company''s business into new industry verticals, geographies and new lines of service, the Company''s Engineering teams have been working with automotive, aerospace, industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The Company has identified innovation as key to its survival and success. It holds an annual innovation contest to stimulate and support innovation. Efforts continue to make innovation a key component in all the domain areas.

Complete Automobile Vehicle Engineering: The Company has capability to engineer and deliver complete vehicles, from concept to production to continuous engineering while the vehicle is in service.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, up gradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2010-11 2009-10

Earnings in foreign currency 110.91 79.00

Expenditure in foreign currency 33.06 34.67

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the Government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Pune, April 30, 2011 Chairman

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Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

---

Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

---

Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

---

Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

---

Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

---

Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

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Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

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Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

---

Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

---

Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

---

Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

---

Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

---

Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

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Mar 31, 2010

The Directors present their Sixty-Fifth Annual Report and the Audited Statement of Accounts for the year ended March 31, 2010.

FINANCIAL PERFORMANCE SUMMARY

(Rs. in crores)

Company Tata Motors’ Group

2009-10 2008-09 2009-10 2008-09

A FINANCIAL RESULTS

(i) Gross Revenue 38,364.10 28,568.21 95,567.42 74,093.31

(ii) Net Revenue (excluding excise duty) 35,593.05 25,629.73 92,519.25 70,880.95

(iii) Total Expenditure 31,414.77 23,877.29 83,905.09 68,684.45

(iv) Operating Profit 4,178.28 1,752.44 8,614.16 2,196.50

(v) Other Income 1,853.45 925.97 1,793.12 798.96

(vi) Profit before Interest, Depreciation, Amortization, Exceptional items & Tax 6,031.73 2,678.41 10,407.28 2,995.46

(vii) Interest and Discounting Charges (Net) 1,103.84 673.68 2,239.71 1,930.90

(viii) Cash Profit 4,927.89 2,004.73 8,167.57 1,064.56

(ix) Depreciation, Amortisation & Product Development Expenses 1177.90 925.71 4385.33 2854.52

(x) Profit / (Loss) for the year before Exceptional items & Tax 3,749.99 1,079.02 3,782.24 (1,789.96)

(xi) Exceptional items 920.45 65.26 259.60 339.29

(xii) Profit / (Loss) Before Tax 2,829.54 1,013.76 3,522.64 (2,129.25)

(xiii) Tax Expense 589.46 12.50 1,005.75 335.75

(xiv) Profit / (Loss) After Tax 2,240.08 1,001.26 2,516.89 (2,465.00) (xv) Share of Minority Interest and Share of Profit/(Loss) in respect of investments in associate companies - - 54.17 (40.25)

(xvi) Profit / (Loss) for the year 2,240.08 1,001.26 2,571.06 (2,505.25)

(xvii) Balance Brought Forward from Previous Year 1,685.99 1,383.07 (1,553.66) 1,764.12

(xviii) Credit taken for Dividend Distribution Tax for Previous Year - 15.29 - -

(xix) Amount Available for Appropriations 3,926.07 2,399.62 1,017.40 (741.13)

B APPROPRIATIONS

(a) Debenture Redemption Reserve 500.00 267.80 500.00 267.80

(b) General Reserve 500.00 100.13 520.32 138.20

(c) Other Reserves - - 13.08 41.95

(d) Dividend (including tax) 991.94 345.70 1,001.85 364.58

(e) Balance carried to Balance Sheet 1,934.13 1,685.99 (1,017.85) (1,553.66)

DIVIDEND

Considering the Company’s financial performance, the Directors have recommended a dividend of Rs.15/- per share on the increased capital of 506,381,356 Ordinary Shares of Rs.10/- each (previous year- Rs.6/- per share) and Rs.15.50 per share on 64,176,560 ‘A’ Ordinary Shares of Rs.10/- each (previous year- Rs 6.50 per share) and any further Ordinary Shares and/or ‘A’ Ordinary Shares that may be allotted by the Company prior to August 12, 2010 (being the book closure date for the purpose of the said dividend entitlement) for 2009-10. The said dividend, if approved by the Members, would involve a cash outflow of Rs.991.94 crores (previous year - Rs.345.70 crores) resulting in a payout of 44% of the unconsolidated profits of the Company.

OPERATING RESULTS AND PROFITS

After the economic downturn and difficult market conditions in the automotive sector globally in 2008-09, during the year, economies across the world (with a few exceptions) showed signs of recovery and growth. The Indian economy bounced back quickly and strongly growing at 7.2% in 2009-10. The automotive sector in India started the year steadily, gathered momentum in different segments in the second half of the year and ended the year with a record growth and performance.

The Company’s turnover, in this background and with a strong portfolio coupled with successful launch of new products and variants in commercial vehicles and passenger vehicles, was Rs.38,364 crores, a growth of 34.3% over the previous year. The volume growth coupled with other actions on pricing and cost reduction enabled the Company to achieve significant improvement in EBIDTA margin to 11.7% (6.8% in 2008-09). The Profit Before Tax of Rs.2,830 crores and Profit After Tax of Rs.2,240 crores also grew significantly over the previous year by 179.1% and 123.7% respectively.

The Tata Motors’ Group turnover was Rs.95,567 crores, a growth of 29% over previous year contributed mainly by market recovery, improved realization and successful launch of new products. Consolidated Profit Before Tax was Rs.3,523 crores (Loss of Rs.2,129 crores in 2008-09) and Consolidated Profit for the year was Rs.2,571 crores (Loss of Rs.2,505 crores in 2008-09).

The performance of the Company and its subsidiaries is elaborated in the Management Discussion and Analysis Report which forms a part of this Annual Report. A snapshot is given below.

VEHICLE SALES AND MARKET SHARES

The Company recorded a sale of 633,862 vehicles in 2009-10, a growth of 34% over previous year (472,885 vehicles) in the domestic market in India, representing a 25.5% share in the industry (improving from 24.4% share in the previous year).

Commercial vehicle sales were highest ever at 373,842 vehicles achieving a robust growth of 40.9% over previous year and a market share of 64.2% (a gain of 0.4%, over previous year). A strong product portfolio, successful launch of new products and variants, extensive efforts in marketing and finance enablement for customers and leadership in market research and penetration, contributed to the significant improvement in overall performance. Some of the key highlights were:- - In M&HCV, growth of 36.5% to 155,161 vehicles and a market share improvement to 63.3% (from 61.9% in the previous year); launch of the next generation of heavy trucks - Prima range; completion of delivery of 1,625 low entry buses to Delhi Transport Corporation and delivery of major portion of the orders of over 5,000 buses under JnNURM Scheme of Government of India for modernizing the public transport in India.

- The Light Commercial Vehicle (LCV) sales recorded a spectacular growth of 45.4% in FY 2009-10. While this was largely aided by the growth in the small commercial vehicles, the rest of the segment also grew handsomely. The competition in the small commercial vehicle range increased resulting in a 0.5% loss in the domestic market share reducing it to 64.8%. The Company’s sales increased by 44.2% to 218,681 LCVs. The Company launched new variants on the Ace platform, Ace EX, Super Ace and the 407 Pickup which are expected to help in gaining volumes.

Passenger vehicle sales were 260,020 vehicles, highest ever, achieving a growth of 25.3% over previous year and a market share of 13.7% (stable compared to 13.6% in the previous year). The Company continues to be amongst the top three players in the passenger vehicle market which has over 25 players. The growing sales of the new generation Indica Vista and successful launch and market response for the Indigo Manza mainly contributed to the growth. Some of the key highlights were:

- In the Small Car segment, increase in market share to 13.3% (as against 12.7%, in the previous year), with the growing sales of Indica Vista, sales of the Nano and the Fiat Punto;

- Commencement of sales of Nano in July 2009 and completing deliveries of 30,763 cars to the customers and commencement of trial production in the Sanand plant.

- The Indigo range sales of 54,551 units, a growth of 10.9% over the previous year and also the highest ever sales by the Company in this range, mainly due to the launch of the Indigo Manza in October 2009.

- Sale of 33,507 Multi-Utility Vehicles (MUVs), a decline of 14.7% against the last year and as a result the market share dropped to 12.4%. The Grande Mk II which was launched in December 2009 has been well accepted in the market and is expected to help in regaining market share in the UV segment.

- Sale of 24,884 Fiat cars which has given Fiat a 1.3% market share as against 0.5% in the previous year with Linea sales at 11,102 nos. (a segment share of 10.1%) and the Grande Punto sales at 13,281 (a segment share of 3.5%).

- The Company sold 225 Jaguar and Land Rover vehicles through its exclusive dealerships in India in the first year of the sales of the Jaguar Land Rover brands.

The Company’s international business remained affected by the economic downturn in many of the key markets. The Company’s commercial vehicle exports grew moderately by 4.7% to 27,878 vehicles and passenger vehicles exports declined by 9.9% to 6,231 vehicles. With improved economic outlook and market recovery and with the new product range, the Company expects significant improvement in its international business in the future.

Tata Motors’ Group sales were 880,396 vehicles across its entire range of products and markets. The key highlights were:

- The Company has sold 667,971 vehicles.

- Jaguar Land Rover achieved sale of 193,982 vehicles as compared to 167,348 vehicles in 2008-09 (in 10 months since Tata Motors acquisition of the business in June 2008). Jaguar Land Rover continued to enhance its product offerings through an all new XFR, powertrain offerings and 2010 model year vehicles. The new Jaguar XJ was unveiled in London in July 2009 and had its public debut at the Frankfurt Motor Show in September 2009.

- In South Korea, Tata Daewoo Commercial Vehicle Company Limited (TDCV) successfully launched the new premium truck platform – Prima; TDCV sales were stagnant at 9,011 vehicles in Korea and international markets as compared to 9,137 vehicles in the previous year.

- In Thailand, Tata Motors (Thailand) Limited saw a very good response to the CNG version of the Tata Pick-up vehicle – Xenon. TATA MOTORS FINANCE LIMITED- CUSTOMER FINANCING INITIATIVES

The vehicle financing activity under the brand “Tata MotorFinance” (TMF) of Tata Motors Finance Limited, a wholly-owned subsidiary company, financed a total of 1,44,806 vehicles during the year as compared to 1,00,611 vehicles in the previous year. Total disbursements were Rs.6,697 crores as against Rs.4,900 crores in the previous year. The disbursals for new commercial vehicles were Rs.5,123 crores (96,593 units) as compared to Rs.3,319 crores (59,467 units) during the previous year. For passenger cars, total disbursements were Rs.1,454 crores (48,213 units) as compared to Rs.1,288 crores (41,144 units) in the previous year. The market share in terms of products financed by the Company increased from 22.4% in commercial vehicles to 26% and remained constant at 21% in passenger cars. TMF has shown improvements in disbursements as well as Net Interest Margins, mainly driven by the overall economic recovery coupled with a strong focus on controlling costs, improving quality of fresh acquisitions, micro- management of collections. TMF’s strategy on controlling, managing and reversing non-performing assets (NPAs) and ‘Risk Scored Pricing Model’ thrust on customer relations and a branch based re-organised field structure has set a robust platform to enable future growth.

HUMAN RESOURCES & INDUSTRIAL RELATIONS

Industrial Relations were cordial at all locations. In a challenging environment and business conditions, the support from the workforce and unions was positive throughout. The key highlights in the human resources and industrial relations were:- - The Company’s plant at Uttarakhand was conferred with the prestigious Golden Peacock Award for Safety & Environment and the National Award for energy conservation by the Ministry of Power. The Pune plant received the Frost and Sullivan Green leader award for 2009 in the automotive sector. The Jamshedpur plant obtained a revised and updated certification under SA 8000 - a global social accountability standard for working conditions, certifying labour practices at the facilities including those of suppliers. Towards organizational health and safety, the plants at Jamshedpur, Pune, Uttarakhand and Lucknow are certified under OHSAS 18001. The communication on progress during 2009-10 was submitted to the United Nations Global Compact. The Company has also submitted GRI report for 2008-09 based on G3 Guidelines of sustainability reporting framework. The Company also undertook several initiatives, including on-line tools for performance improvement, employee development and training.

- At Jaguar Land Rover, the year under review was dominated by the economic downturn and the need to cut costs quickly, which resulted in large numbers of non-production shifts in the 3 UK plants (Castle Bromwich, Halewood and Solihull). Jaguar Land Rover worked closely with its Trade Unions and negotiated a Framework Agreement which secured £68 million of cost savings. It closed its Defined Benefit pension scheme to new workers with effect from April 24, 2010, by introducing a Defined Contribution scheme. All Jaguar Land Rover sites have been prepared to commence certification process for OHSAS 18001 external accreditation for Health and Safety standards, commencing July 2010.

The Company had 482 employees who were in receipt of remuneration of not less than Rs.24 lacs during the year or Rs. 2 lacs per month during any part of the said year. The Information required under Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder is provided in the Annexure forming part of the Report. In terms of Section 219(1)(b)(iv) of the Act, 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.

FINANCE

The borrowings of the Company as on March 31, 2010 stood at Rs.16,625.91 crores (previous year Rs.13,165.56 crores). The key highlights were:- - In 2009-10, the Company raised Rs.4,200 crores from the issue of Secured, Rated, Credit Enhanced, Listed, 2% Coupon Non-Convertible Debentures (NCDs) with premium on redemption and Rs.200 crores from the issue of 9.95% Secured NCDs.

- In a challenging financial market environment, the Company successfully rolled over in May 2009, the bridge finance it had obtained for acquisition of the Jaguar Land Rover business for a period of 18 months, till December 2010. Subsequently, the Company was able to prepay this loan facility in October 2009 from certain divestments, improved cash generation from operations and also through fund raised, US$ 375 million from the issue of Global Depository Receipts and US$ 375 million from issue of Foreign Currency Convertible Notes.

- Further, the Company made a limited period enhanced conversion offer to the non-U.S. holders of the 0% JPY 11,760 million and 1% US$ 300 million Convertible Notes. The offer met with great success with bondholders representing 93% of the JPY bonds and 76% of US$ series bonds, opting to convert their bonds into Ordinary Shares, which resulted in debt of US$ 345 million being extinguished against the issue of 26.64 million Ordinary Shares.

- The Company also sold 20% stake in Telco Construction Equipment Company Limited (Telcon), in favour of Hitachi Construction Machinery Co. Ltd. (Hitachi) for a consideration of Rs.1,152.51 crores (net of expenses) resulting in the Company’s shareholding being reduced to 40% (on consolidated basis).

Jaguar Land Rover completed guarantee arrangements to facilitate the drawdown of a £338 million loan from European Investment Bank for its projects aimed at emission reduction, besides other financing activities like an inventory financing facility; renewal of a US$200 million loan; and repaid short term borrowing totaling £220 million.

Tata Motors’ Group debt:equity ratio in the operations continues to remain high at 4.3:1, though significantly bought down from 5.9:1 as at March 31, 2009. The Board is conscious of this, and the need to strengthen the long-term funding for the business.

The Company will further consider suitable steps to de-leverage and hence de-risk the balance sheet from volatility and has also taken and will continue to implement suitable steps for raising long term resources to match the Company’s fund requirement and to optimize its loan maturity profile. The Company’s rating for foreign currency borrowings was revised by Standard & Poor to B (Positive Outlook) and by Moodys’ to B3 (Stable Outlook). For borrowing in local currency the rating was revised to A+ (Stable Outlook) by Crisil and to LA+ (Stable Outlook) by ICRA.

INFORMATION TECHNOLOGY INITIATIVES

Tata Motors Group continued to reinforce its IT capabilities in all areas of business in design/ engineering, manufacturing, vendor interface and dealer/customer interface functions. The major initiatives undertaken were:- - in Product Development/Engineering, 3D design visualization capability, enriching digital content by adding behaviour to digital models, Knowledge Based Engineering tools and enhanced digital collaboration with vendors;

- Digital manufacturing solutions and validation was extensively deployed for the Nano facilities planning; manufacturing Execution systems implemented in the high-volume plants at Uttarakhand and Sanand;

- Supplier portal, which facilitates close collaboration from design/development stage to production planning and scheduling;

- CRM-DMS program enhancements, which further enrich the on-line common platform system for the Company’s sales, spare parts service activities and for all channel partners, giving the Company an on-line real-time market and customer interaction and information capability;

- Extension of customer touch points through web, call centre and SMS.

- Jaguar Land Rover completed the process of separating its operations in markets where it previously operated as a part of the Ford legal entity and the process to separate the IT infrastructure and support systems is expected to be completed shortly. Jaguar Land Rover also rolled out its new SAP solution to many of its existing National Sales Companies around the world including South Africa, Brazil, North America, France and China. Jaguar Land Rover has initiated a major programme to re-engineer Product Creation capability, covering every aspect of Product Lifecycle Management (PLM) from concept to recycling, delivering a system that will provide everyone with immediate access to all Product Creation information, with simple-to-use, graphically-orientated user interfaces.

Tata Technologies Limited continues to be a key strategic partner in several of these technology initiatives.

NEW PRODUCT, TECHNOLOGY AND ENVIRONMENT - FRIENDLY INITIATIVES

Product Development

Tata Motors Group continuously assesses customer needs to develop new and innovative products which deliver better value to its customers. In pursuance of this strategy, the Company has developed significant in-house capabilities and works with a range of partners to keep its product profile rich and meet market expectations. Some of the key initiatives and projects include :- - The new heavy truck range Prima unveiled in May 2009, will be enriched through several product and application variants such as tractor trailers, tippers, rigid trucks over the next few years. TDCV received the Grand Prize of 2009 Good Design

Selection of Korea for the Prima, and development on a range of light trucks is underway.

- The new range of buses (based on the Prima platform with bodies being made by Tata Marcopolo displayed at the Delhi Auto Expo in January 2010) have been launched. Tata Hispano has developed a new Intercity Coach the Xerus and a new Suburban Bus, the Intea and is working on developing a range of other buses.

- In small commercial vehicles, the Ace platform is being exploited to introduce variants to address various market segments. The Ace EX and Super Ace have been launched and the Company will introduce the multi-purpose vehicle, Venture, the passenger vehicle variant, Magic Iris and the micro-truck Ace Zip.

- The Aria, Indias first indigenously developed crossover vehicle, showcased at the last Auto Expo is expected to be launched in the first half of 2010-11.

- Variants of the Nano, to suit specific needs of the domestic and international markets are being developed. Increased thrust is being made to explore opportunities for launch of the Indica Vista and the Indigo Manza in various international markets.

- In July 2009, Jaguar Land Rover launched to the world, the beginnings of its response to Environmental and C02 challenges with more compact and efficient vehicles. The New XJ launched in early 2010-11, features the next generation Jaguars aerospace-inspired aluminum body architecture enhanced power train with ultra efficient petrol and diesel engine variants, highest standards of personal luxury and specifications, amongst which is its instrument cluster with a 12" thin film transistor (TFT) screen. The Range Rover Evoque, a new more compact product, with class leading C02 performance and technology is under development. The product will showcase technology features including Park-for-you and Magna-ride to deliver outstanding Chassis dynamics, whilst also showcasing increased use of Aluminium and composites for exterior body panels to reduce weight.

Development of Environment-friendly Technologies

As a responsible automobile manufacturer, Tata Motors Group aims to develop vehicles and technologies to reduce the carbon footprint by developing vehicles running on alternative fuels and hybrids such as:

Development of a complete range of CNG vehicles including Ace, Magic, Xenon, Winger, Indigo and also trucks and buses. Over 2200 CNG fuelled buses were supplied to Delhi Transport Corporation. Tata Motors (Thailand) Limited was the first OEM to offer a factory fitted CNG variant of the Xenon pickup in the Thai market. Tata Daewoo Commercial Vehicle Co. Ltd. (TDCV) pioneered the development and introduction of the first Liquefied Natural Gas (LNG) tractor trailer and the LPG MCV truck in the South Korean market.

Hybrid technologies offer perfect solutions for certain commercial vehicle applications. The Company is working on developing Diesel and CNG hybrid solutions for city bus applications in India and also in Spain through its subsidiary Tata Hispano. Tata Hispano received a grant from the Spanish Government for the development of a Hybrid Low Floor City Bus. The Company is working on both, series and parallel hybrid solutions and plans to display the vehicles during the Delhi Commonwealth Games in October 2010. A mild-hybrid on the Ace platform - Ace Ex with a start-stop arrangement which delivers a saving in fuel consumption in heavy traffic conditions was launched in the previous year.

On the electric vehicle range, the Company has secured its position in research and development of electric vehicle technology Ace EV, displayed at Zaragosa exhibition in 2008 and Vista EV displayed at Geneva Motor show in 2009, are in advanced stages of development. These vehicles will be launched in the European markets, especially the northern European market where there are strong fiscal incentives for such vehicles in the urban city centers.

The Company is simultaneously working to introduce a range of technologies, which will help in reducing fuel consumption on its petrol and diesel powered vehicles such as improved fuel injection systems, electric power steering, radial tyres for commercial vehicles, low resistance tyres, automatic transmissions and weight reduction of components.

Despite the severe financial conditions of the last 12 months, Jaguar Land Rover has continued to invest heavily in process and product research. During the past 12 months, 120 technology projects have been progressed toward implementation on future programmes. The 10 model year programmes delivered a range of advanced technologies including Dual View Screen (world first), Continuously Variable Damping, Auto Headlamp Dipping and Advanced All-Round Camera features. All of these were well received by the press and customers alike and served to raise the technology image of Jaguar Land Rover products.

Further, an extensive range of new technologies are under development for future programmes including Series and Parallel hybrid vehicles, with the first generation of full parallel hybrids moving towards application readiness later this year. Other projects include Limo-green (series Hybrid), Power train downsizing, EV transmissions, etc; some of which have been successful in securing government funding.

SUBSIDIARY/ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

a. During the year, the following changes have taken place in subsidiary companies: Subsidiary companies formed/acquired:

- Tata Hispano Motors Carrocera S.A., (Hispano) became a subsidiary consequent upon the Company exercising its put option and increasing its stake from 21% to 100%. Consequently its wholly owned subsidiary Carrosseries Hispano Maghreb, Morocco also became the Company s subsidiary.

- JaguarLandRover Limited, the Companys subsidiary formed the following subsidiaries, viz. Jaguar Land Rover Brazil LLC, Limited Liability Company Jaguar Land Rover (Russia), Land Rover Parts Limited and Land Rover Parts US LLC.

Companies ceasing to be subsidiary companies:

- The Company partially divested 20% stake in Telco Construction Equipment Company Limited (Telcon) in favour of Hitachi Construction Machinery Co. Ltd (Hitachi). Consequently, its stake in Telcon was reduced to 40% (on consolidated basis), resulting in Telcon and its 5 subsidiaries, viz. Serviplem S. A., Baryval Assistencia Tecnica S.L., Comoplesa Lebrero S.A., Inner Mongolia North Baryval Engineering Special Vehicle Corporation Ltd and Eurl Lebrero France, ceasing to be subsidiaries of the Company in March 2010 and have become associate companies.

- INCAT Holdings BV, INCAT KK and Lemmerpoort BV, subsidairies of Tata Technologies Limited and Jaguar & Land Rover Asia Pacific Company Limited, a subsidairy of JaguarLandRover Limited were liquidated.

- Miljo Innovasjon AS was merged with Miljobil Grenland AS.

Name changes:

- Tata Technologies Inc. from INCAT Systems Inc.

- Tata Technologies (Canada) Inc. from INCAT Solutions of Canada Inc.

- Tata Technologies de Mexico, S.A. de C.V from Integrated Systems de Mexico, S.A. de C.V.

- Jaguar Land Rover Nederland BV from Land Rover Nederland BV.

- Tata Hispano Motors Carrocera S.A. from Hispano Carrocera S.A.

b. As required under the Listing agreement with the Stock Exchanges, Consolidated Financial Statements of the Company is attached. In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) and the Accounting Standard on Accounting for Investments in Associates (AS 23) and Accounting Standard on Accounting for Joint Ventures (AS 27), issued by the Institute of Chartered Accountants of India, the subsidiaries, associates and joint venture have been considered in the Consolidated Financial Statements of the Company. On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching a copy of the Balance Sheet and the Profit and Loss Account of the subsidiary companies and other documents to the Annual Report of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. The gist of financial performance of the subsidiary companies for FY 2009-10 are provided under Subsidiary Companies: Financial Highlights - 2009-10 in the Annual Report. The Company will make available these documents/ details upon request by any member of the Company or its subsidiary companies who may be interested in obtaining the same and will also be kept open for inspection by them at the Registered Office of the Company and at the Head Offices of the subsidiary company concerned. The same would also be posted on the website of the Company.

c. Associate companies

As on March 31, 2010, the Company had the following associate companies:

Tata Cummins Limited (TCL), in which the Company has a 50% shareholding, with Cummins Engine Co. Inc., USA holding the balance. TCL is engaged in the manufacture and sale of high horse power engines used in the Company s range of M&HCVs.

Tata AutoComp Systems Limited (TACO) is a holding company for promoting domestic and foreign Joint Ventures in auto components and systems and is also engaged in engineering services, supply chain management and after market operations for the auto industry. The Companys shareholding in TACO is 26%.

Tata Precision Industries Pte. Ltd., Singapore, in which the Company has a 49.99% shareholding, is engaged in the manufacture and sale of high precision tooling and equipment for the computer and electronics industry.

Nita Co. Ltd., Bangladesh, in which the Company holds 40% equity, is engaged in the assembly of TATA vehicles for the Bangladesh market.

Telco Construction Equipment Co. Ltd. (TELCON), in which the Company divested a further 20% stake during the year in favour of Hitachi, is engaged in the business of development, manufacture and sale of construction equipment and allied services. Consequently Telcon is owned 60% by Hitachi and 40% (on consolidated basis) by Tata Motors.

Fiat India Automobiles Limited, a 50:50 joint venture company between Tata Motors Limited and Fiat Company located in Ranjangaon, Maharashtra is engaged in the manufacture of Tata and Fiat branded products as well as engines and transmissions for use by both the partners.

Automobile Corporation of Goa Ltd. (ACGL), a Company in which Tata Motors Limited has a 42.37% shareholding, was incorporated in 1980, jointly with EDC Limited (a Goa government enterprise). ACGL is a listed company engaged in manufacturing sheet metal components, assemblies and bus coaches and is the largest supplier of buses (mainly for exports) to the Company.

FIXED DEPOSITS

In December 2008, the Company launched a public fixed deposit scheme to meet a part of the funding requirements of the Company. The scheme has received an overwhelming response and the management of the Company is thankful to all the investors for participating in the scheme and the faith reposed in the Company. The aggregate amount collected under fixed deposit scheme as on March 31, 2010 was Rs. 3,173.45 crores from 2,87,343 depositors. The Company has no overdue deposits other than unclaimed deposits. The Company has discontinued the acceptance and renewal of deposits w.e.f. May 28, 2010.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as an Annexure to the Directors’ Report.

DIRECTORS

Mr N A Soonawala who had been on the Board of the Company since May 1989, stepped down from the Board of Directors w.e.f. March 31, 2010 in accordance with the ‘Policy for Retirement Age of Non-Executive Directors’ adopted by the Company. His contributions particularly in areas of capital raising, recent acquisitions and its financing/refinancing, financial management and accounting and capital market matters, have helped the Company in meeting its aspirations to become a truly global Company; particularly in times of difficulties such as the global meltdown, market swings, Nano relocation. Mr Soonawala was on the Board for more than 20 years and was a Member of the Executive Committee of the Board, Remuneration Committee and the Nomination Committee. Mr Soonawala had by his counsel and guidance tremendously contributed to the Company over the years in its strategic direction and in its financial structure. The Directors place on record the debt the Company owes to Mr Soonawala in contributing to the Company’s growth and premier position in the automobile industry.

Mr R Gopalakrishnan, a Director of the Company since December 1998, who retires by rotation at the ensuing Annual General Meeting has conveyed his decision not to offer himself for re-appointment. Mr Gopalakrishnan was also a Member of the Executive Committee of the Board, Investors’ Grievance Committee and Ethics and Compliance Committee and has added value to deliberations at Board/Committee Meetings. The Directors place on record their appreciation of the contribution made by Mr Gopalakrishnan during his tenure as Director of the Company.

The Board at its meeting held on May 27, 2010, appointed Mr Ranendra Sen as an Additional Director, w.e.f. June 1, 2010 in accordance with Section 260 of the Companies Act, 1956 and Article 132 of the Articles of Association of the Company.

Mr Carl-Peter Forster was appointed as Chief Executive Officer and Managing Director of the Company w.e.f. April 1, 2010. An abstract and memorandum of interest under Section 302 of the Companies Act, 1956 has been sent to the members of the Company.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, M/s Ratan N Tata and R A Mashelkar are liable to retire by rotation and are eligible for re-appointment.

Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors’ Report and the certificate from the Practicing Company Secretary confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report.

AUDIT

M/s Deloitte Haskins & Sells (DHS), Registration No. 117366W, who are the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2010-11. DHS have, under Section 224(1) of the Companies Act, 1956, furnished a certificate of their eligibility for re-appointment.

Cost Audit

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956, the Company carries out an audit of cost accounts relating to motor vehicles every year. Subject to the approval of the Central Government, the Company has appointed M/s Mani & Co. to audit the cost accounts relating to motor vehicles for the Financial Year 2010-11.

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:

- in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

- they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

- 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;

- they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company’s employees for their enormous personal efforts as well as their collective contribution to the Company’s record performance. The Directors would also like to thank the employee unions, shareholders, fixed deposit holders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

On behalf of the Board of Directors

RATAN N TATA Chairman Mumbai, May 27, 2010

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Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

---

Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

---

Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

---

Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

---

Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

---

Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

---

Mar 31, 2010

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Sixteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2010 is as follows:

Rs. in crore

2009-10 2008-09

Income from Sale of Products & Services 382.39 371.20

Other Income 9.41 7.69

Total Income 391.80 378.89

Operating Expenditure 273.42 283.45

Profit before Depreciation, Interest and Taxes 118.38 95.44

Interest 1.71 3.67

Depreciation 9.38 8.15

Profit / (Loss) before Tax 107.29 83.62

Provision for Taxes 30.93 25.59

Profit / (Loss) after Tax 76.36 58.03

Balance brought forward from previous year 55.65 25.34

Amount available for Appropriations 132.01 83.37

APPROPRIATIONS

Interim Dividend - 11.14

Proposed Final Dividend 26.03 7.42

Tax on Interim / Proposed Final Dividend 4.32 3.16

General Reserve 8.00 6.00

Balance carried to Balance Sheet 93.66 55.65

2. REVIEW OF BUSINESS OPERATIONS

The global economic downturn during the year under review presented management with significant challenges. Even so the Company recorded an overall revenue growth of 3.41% with an increase of 3.01% in revenue from sale of products and services, from Rs 371.20 crore in 2008-09 to Rs 382.39 crore in 2009-10. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of 24.04% over last year, while profit before taxes (PBT), grew at a rate of 28.31% on a year-on- year basis. Profit after taxes (PAT) grew by 31.59% during the same period.

During this period, services revenue increased by 11.13% and product sales decreased by 36.98% over last year to reach figures of Rs 342.93 crore and Rs 39.46 crore respectively. The services revenue comprises Engineering Automation Group [EAG], Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM]. EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company''s proprietary applications iGETIT® and iCHECKIT.

Revenue from delivery centers grew by 13.45% from Rs 91 crore in 2008-09 to Rs 103.24 crore in the year 2009-10.

3. DIVIDEND

The Board recommends a dividend of Rs 7/- per share, for the financial year 2009-10 on a pro-rata basis. The total dividend including interim and final dividend for the financial year 2008-09 was Rs 5/- per share.

4. BUSINESS OUTLOOK

The economy has started to recover and the Company is putting increased emphasis on marketing, sales and delivery of value to its customers. As such it is seeing improved order bookings. Should the recovery continue, the Company expects improved growth in revenue, EBITDA and profit after tax. Should the economic recovery falter, the Company would still expect continued year-on-year growth in profit after tax given the Company''s cash reserves and improvements in operating efficiencies. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company:

a) The authorized share capital of the Company was increased from Rs 50 crore divided into 5,00,00,000 shares of Rs 10/- each to Rs 60.70 crore divided into 6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs 10/- each.

b) 86,487 equity shares were allotted on exercise of the employee stock options during the year. Hence, the paid-up capital of the Company increased from Rs 37.16 crore to Rs 37.24 crore.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

6. REDUCTION OF SECURITIES PREMIUM ACCOUNT

The Company has been taking many initiatives to restructure its operations with a view to keeping abreast of global trends for its products and technologies thereby improving its financial performance. As part of its operational efficiency exercises, Company appointed consultants to review the global business operations, the integration process of European operations and the existing human resources policies. In the course, the Company also felt it prudent to undertake a financial restructuring exercise to enhance shareholder value through improvement in future profitability and consequent increase in Earnings per Share and Return on Capital Employed. The restructuring will also help the Company to represent better operational efficiency improvements in the future years and the true shareholder value.

Considering the same, in terms of provisions of Section 78 read with Sections 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956, Article 69 of the Articles of Association of the Company and subject to the confirmation of the Hon''ble High Court of Judicature at Bombay, the Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 approved utilisation of a sum up to Rs 59.42 crore presently standing to the credit of the Securities Premium Account of the Company, to adjust the voluntary retirement expenses/severance payments, consultancy expenses (relating to business restructuring)/provision for receivables incurred by the Company and/or its subsidiaries.

The High Court approved the scheme. As per the High Court order dated April 16, 2010, the amount of Rs 17.32 crore relating to the Company and amount of Rs 29.34 crore relating to subsidiary companies have been adjusted to the Securities Premium Account. As a result, an amount of Rs 46.66 crore has been adjusted against the securities premium account in the consolidated financial statements of the Company for the year ended March 31, 2010.

7. HUMAN RESOURCE DEVELOPMENT

The Company had 2901 professionals, including permanent and contractual, as on March 31, 2010. The Company and its subsidiaries overall had 4036 professionals located in 14 countries on three continents representing 27 different nations. The Company''s philosophy is to staff and manage country organization with the citizens of those countries. This allows keeping decision making closer to the customers the

Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 885 employees overall, increasing its total strength beyond 4000 employees across all geographies. The attrition rate for FY2010 dropped by 10.5% from 19% to 8.5% on a global basis and from 14.3% to 8.08% in India. The core components to the Company''s HR strategy include: attracting & retaining the best talent, becoming Employer of Choice and building robust HR capability model for growth and sustenance of the business.

The key factors of workforce engagement and satisfaction are determined through various HR initiatives such as ''ConeXion'' (an annual engagement survey conducted globally by Gallup), ''One-to-One Dialogue'' an initiative to connect with employees after every 121 days by HR Business Partners, and Employee Briefing sessions (held simultaneously across all geographies and locations) coupled with ''Open House'', a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

Tata Technologies fosters a high performance culture through various workforce practices that distinguishes and recognizes good performers through the newly introduced web enabled global application Performance Assessment & Competency Enhancement and provides structured feedback and development through Performance Improvement Plan for those requiring improvements. The Talent Management Process focuses on identifying, developing and retaining the high potential employee in the Company through structured learning, deployment to niche global assignment and faster growth while the LEAD program enables identification and development of leaders in junior management. The Reward & Recognition program rolled out globally has been a critical success factor in our employee motivational initiatives.

''iGETIT'', a web based interactive self paced learning tool has been introduced to augment workforce learning initiative for the global employee base. The tool is used for Induction of new joinees which has helped not only in standardizing across geographies, but also improved productivity. The other modules available on iGETIT are Tata Business Excellence Model, Tata Code of Conduct, Quality and process and other programs on upgrading specific functional, domain, and technical expertise as identified by the delivery organization.

8. CORPORATE SUSTAINABILITY

Corporate Sustainability has been a cornerstone of the Tata philosophy from the beginning. Last year, the Tata Technologies Corporate Sustainability Program (CSP) made a positive impact on the communities the Company serves through Company''s support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. The Company''s goal had been, and remains, to make things better for people, better for business, better now, and better for the future. Tata Technologies employees in all geographies contributed for numerous initiatives in the areas of health & safety, community development, environment and education. Some of the initiatives which were taken up are as under:

Asia Pacific

- Blood donation and eye donation camps.

- Awareness campaign for empowerment of women, distribution of School Kits, employees teaching kids at schools in villages.

- "Safety Ryodan" initiative for road safety and traffic situation.

- Participation in awareness campaign on cyber safety and information security.

- Talent Search Program - Painting, Dance and Music competitions.

- Tree plantation programs.

- Donations for physically and mentally challenged people and contingency fund collection for natural calamities.

- The Singapore entity supported the Singapore Space Challenge 2010 by providing training and support on CATIA to all participants. The event was organized by Singapore Space and Technology Association (SSTA) for intensifying arospace education in Singapore.

North America

- Community Network Services (CNS) in Michigan: Supported the annual "Adopt-a-Family" program. Arranged gifts for underprivileged families.

- Christmas decorations and gifts for shipping to the US soldiers in Iraq.

- Employees volunteered to support the Macomb Homeless Coalition programs in Michigan.

- US CSR Team was recognized with a ''Platinum Award'' for the contributions of time and equipment to support the annual Community Network Services (CNS), ''Community Connection Day''

Europe

- The UK CSR Committee organized an "Easter Eggstravaganza" Easter celebration for children confined to hospital.

- Sponsored a walk for children in need in United Kingdom.

The Company in the last year also took steps to formalize its CSP framework and align all the initiatives under it. A Corporate Sustainability Committee has been formed to advise on CSP initiatives of the Company in future. The objectives of the Company''s CSP framework are:

i) Drive the CSP initiative from the top i.e. at the Board and leadership level.

ii) Create awareness among its employees.

iii) Develop a framework which is strategically designed to encompass all five capitals- financial, natural, social, human and physical in Company''s initiatives.

iv) To train and motivate people in the organization to contribute fruitfully to the CSP initiatives. And,

v) To make periodic disclosures and reporting on the CSP initiatives.

9. QUALITY INITIATIVES

The Company continued its business excellence journey through the year. For the second time since the acquisition of INCAT, the Company participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) external assessment. The organization was assessed at the "Early Improvement" score band on the Business Excellence journey, moving up from "Early Results" score band of 2008 external assessment, with 77 points delta. This makes Tata Technologies eligible for "Highest Delta" Award instituted by Tata Quality Management Services. This is awarded to all organizations which achieve 75 plus points improvement in one year.

In the spirit of continuous improvement, the Company intends to move further up on the score band in the 2010 external assessment. A detailed action plan has been made based on the outcomes of the assessment and is being monitored by the ''Office of Strategic Management'' from the Managing Director and COO''s office. In the 2010 external assessment, the Company will also be assessed on its corporate governance practices.

Quality initiatives which had begun earlier bore fruit during the year. The main delivery center in Hinjawadi, Pune successfully completed implementing the Information Security Management System and achieved ISO 27001 certification. This is a major milestone that demonstrates the organization''s ability to secure customer and business-related information.

The Quality Management System (QMS) of the organization successfully cleared surveillance audits mandated by the certifications to quality standards such as ISO 9001 and AS 9100.

A significant process initiative has been the enhancement of the Global Engagement Model (GEM). The "Bid Response" module is established and rolled out across all locations. The "Delivery" module is being rolled out in a phased manner. GEM is a key component of the QMS. It streamlines operations, helps establish a robust onsite - offshore interface, provides metrics for monitoring projects and facilitates implementation of critical processes such as estimation and establishment of requirements, among others.

The Quality Portal has been revamped. This is the online repository of the quality manual, procedure, guidelines and templates which is accessible to all employees.

The best practices established under the QMS in locations that are certified are being extended to other regions starting with Thailand and Singapore operations. This would strengthen the interface between onsite and offshore and present a consistent face of the organization to its customers.

The quality initiatives, improvement activities and process performance are directed and monitored by the Tata Technologies Process Group (TTPG). This is chaired by the Chief Executive and consists of Heads of all functions. The resources allocated to quality are reviewed and aligned to the organization''s business plan and growth.

10. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company continued to drive its multi-year IT Systems Integration Roadmap aimed at providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories. To that effect, a dual-pronged strategy was followed aimed at (a) maximizing returns on existing investments by streamlining business processes across all territories and (b) investing in new technology investments when it is underpinned by its long term business strategy.

Towards the first objective, the Company matured its usage of its SAP ERP systems across all key operations. Enterprise performance monitoring was driven through the use of integrated Business Analytics to ensure a unified view of the Company''s global performance - driving alignment across key functions and territories. Business systems were also enhanced to reflect the creation and operations of the two distinct go-to-market strategies - Global Services and PLM Solutions. The Global Delivery Organization was e-enabled to monitor efficiencies through service profitability based metrics. Associated systems such as Time Booking/Leave Management were also deployed as required.

The Company invested in expanding its Global Engagement Management (GEM) processes through the deployment of associated systems across its key delivery center operations. The GEM-iT systems and processes enable the Tata Technologies Delivery Practices: aimed at delivering sustainable services to its customers. The Company also completed automating its recruiting operations across all territories as a key component of its ability to rapidly and efficiently identify and recruit the right talent across the globe.

The Company continued its progress towards integrating its underlying IT infrastructure and associated governance across its three territories by networking each of its global operations. The Company is adopting ITIL (Information Technology Infrastructure Library) as a Service Delivery Framework for all internal operations. Significant investments were made towards several private/public collaboration/ network connectivity solutions with key customers as the Company ramped their delivery operations from each of the Company''s global delivery centers. Lastly, the Company has invested in several enterprise & desktop communication/collaboration tools aimed at bringing together employees.

Information Security and the protection of customers/corporate/employee information assets continued to be a key focus through its ISO27001 certification. The Company routinely conducted internal and customer led audits to ensure continuous compliance to its intellectual property security requirements. Lastly, the Company has invested in several enterprise and desktop communication/ collaboration tools aimed at bringing together employees. The continuous utilization, deployment and governance of its various business and IT systems is governed through a quarterly governance process comprised of both internal and external audits.

11. SUBSIDIARY COMPANIES

The Company had nine subsidiary companies as on March 31, 2010. The Company continued to review and reorganize all its subsidiaries.

The following changes occurred with respect to the Company''s corporate structure/subsidiaries during the previous year:

a Asia-Pacific: Considering the operation level and financial position of INCAT KK, Japan, it was decided to close the company. The Company was liquidated w.e.f. July 31, 2009.

b. Europe: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and will be conducted through branches in Germany, France, and Netherlands. INCAT Holdings BV, Netherlands was liquidated w.e.f. April 11, 2009. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands was liquidated w.e.f. December 04, 2009. The subsidiary companies in Germany and France will be dissolved in due course. During the year, branches of Tata Technologies Europe Ltd were registered in Netherlands, Germany and France.

With the liquidation of INCAT Holdings BV, Lemmerpoort BV and INCAT KK, the number of subsidiaries of the Company has been reduced from 12 to 9 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 0.57 crore for the FY 2009-10 as against the revenues of Rs 0.23 crore in FY 2009 an increase of 147.83% over last year. The loss for the year was Rs 1.58 crore as against Rs. 2.10 crore in FY 2009. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs 1096.69 crore, a decrease of 11.64% against Rs 1241.19 crore in the previous year. The profit before tax was Rs 125.97 crore as against Rs 92.89 crore in the previous year, recording a growth of 35.61%. The profit after tax was Rs 91 crore as against Rs 65.87 crore recording a growth of 38.15%.

The Services/Products business mix was a 74/26 split respectively (Rs 787 crore for services and Rs 284 crore for products) compared to FY 2009 when the Company recorded Rs 875 crore for services and Rs 327 crore for product or a 73/27 mix. The Americas produced Rs 394.52 crore with Asia Pacific recording Rs 419.22 crore and Europe generating Rs 364.59 crore. The three territories combined produced Rs 1097 crore top line revenue after reducing inter-company billing, in FY 2010 compared to Rs 1241 crore for FY 2009.

On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company subject to certain conditions. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Company''s subsidiaries is attached elsewhere as part of the report. They are also kept at the Company''s Head Office/Registered Office as well as that of the respective subsidiary. These documents/details will be made available for inspection upon request by any member of the Company or to any member/investor of its subsidiary.

12. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr R Gopalakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

13. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company''s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2010-11. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

14. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2010.

15. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU''s was monitored continuously keeping in mind factors of climate, availibility of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company''s commitment to become the world leader to the manufacturing industry is reiterated. The Company''s Engineering teams have been working with Tier 1 automotive, aerospace and industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed technological capabilities in knowledge based engineering and CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain - From planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company integrates complete product lifecycle solutions with engineering and design processes, industry-leading technology, and resources to create better products. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs, to find the right solution for the client''s processes and technology.

Efforts continue to make innovation a key component in all the domain areas. Constant efforts are underway to improve the engineering and design skills of the Company''s professional staff. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. The Company continues to upgrade its technological capabilities on a regular basis. The absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs in crore

2009-10 2008-09

Earnings in foreign currency 79.00 72.62

Expenditure in foreign currency 31.97 52.47

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20. ACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners, bankers and auditors for their continued support and association. The Directors also wish to thank the government and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 21, 2010

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Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2009

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2009 is as follows:

Rs. in crore 2008-09 2007-08

Income from Sale of Products & Services 371.21 276.33 Other Income 7.68 3.51 Total Income 378.89 279.84 Operating Expenditure 283.45 229.35 Profit before Depreciation, Interest and Taxes 95.44 50.49 Interest 3.67 0.09 Depreciation 8.15 7.09 Profit/(Loss) before Tax 83.62 43.31 Provision for Taxes 25.59 14.90 Profit / (Loss) after Tax 58.03 28.41 Balance brought forward from previous year 25.34 16.80 Amount available for Appropriations 83.37 45.21 APPROPRIATIONS Interim Dividend 11.14 7.21 Proposed Final Dividend 7.42 7.21 Tax on Interim / Proposed Final Dividend 3.16 2.45 General Reserve 6.00 3.00 Balance carried to Balance Sheet 55.65 25.34

2. REVIEW OF BUSINESS OPERATIONS

The year under review saw an increase of 34.34% in revenue from sale of products and services, from Rs. 276.33 crore in 2007-08 to Rs. 371.21 crore in 2008-09. The operating profit registered an impressive increase of 89.04% over last year. The Company registered an overall revenue growth of 35.40% while profit before taxes (PBT) grew at the rate of 93.05% on a year-on-year basis. Profit after taxes (PAT) grew by 104.25% during the same period. Growth in the bottom line is largely attributable to the managements relentless focus on cost control and offshoring.

During this period, services revenue increased by 30.02% and product sales increased by 60.65% over last year to reach figures of Rs. 308.58 crore and Rs. 62.62 crore respectively.The services revenue comprises the Engineering Automation Group [EAG], the Enterprise Solutions Group [ESG] and Product Lifecycle Management [PLM] Group. EAG addresses the engineering and design needs of manufacturers through providing services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Companys proprietary applications / GET IT and / CHECK IT. The mix of revenue within the services revenue stream remained largely unchanged with relatively minor fluctuations from FY 2008 compared with FY 2009.

Revenue from delivery centers was Rs. 39.07 crore in 2007-08 which grew by 133% to reach a figure of Rs. 91 crore in the year 2008-09.

3. DIVIDEND

The Board declared an interim dividend of Rs. 3/- per share on 3,71,58,104 equity shares of Rs. 10 each in March 2009 inclusive of pro-rata dividend in respect of shares allotted during the year. The Board recommends a final dividend of Rs. 21- per share, for the financial year 2008-09 on a pro-rata basis. With the proposed final dividend, the total dividend for the financial year 2008-09 comes to Rs. 5/- per equity share. The total dividend including interim and final dividend for financial year 2007-08 was Rs. 4/- per share.

4. BUSINESS OUTLOOK

While there is a significant downturn in the global economy, the Company expects to realize continued year-on-year profit after tax growth as a result of improved sales and marketing efforts and savings realized from overhead cost reductions and improved global operations. Please refer the section on Management Discussion and Analysis for more information.

5. CHANGES IN SHARE CAPITAL

During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company.

a) The authorized share capital of the Company remained unchanged at Rs. 5000 lacs divided into 5,00,00,000 shares of Rs. 10 each.

b) 74,637 equity shares were allotted on exercise of the Employee Stock Options during the year. Hence, the paid-up capital of the Company increased from Rs. 3708.35 lacs to Rs. 3715.81 lacs.

The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes. The details of the schemes are provided in Annexure I to this report.

6. HUMAN RESOURCE DEVELOPMENT

Tata Technologies has more than 4,000 professionals located in 14 countries on three continents representing 27 different nationalities. The Companys philosophy is to staff and manage country organization largely with citizens of those countries. This allows keeping decision making closer to the customers the Company serves. The Company continued with its focus on attracting and retaining the best talent in the industry. During the period, the Company added 768 employees, increasing its total strength beyond 4000 employees across all geographies. The Attrition rate for FY 2009 dropped by 2% from 21% to 19% on a global basis and from 19% to 14.3% in India. The core components of the Companys HR strategy include: Attracting & retaining best talent, becoming Employer of Choice and building robust HR Capability model for growth and sustenance of the business. These elements are discussed further in the Management Discussion and Analysis Section of this report.

7. CORPORATE SUSTAINABILITY

The mission of the Tata Technologies Corporate Social Responsibility [CSR] program is to make a positive difference in the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life. Companys goal is to make things better for the planet, better for people, and better for the communities in which it serves. The series of initiatives involved over 400 employees across all geographies. Some noteworthy activities include:

- Community Network Services in North America: Tata Technologies participated in the annual "Adopt- a-Family" program in the months of November and December, to coincide with the Christmas holiday season in the United States.

- Asia Pacific Blood Donor Drive: Tata Technologies organized various blood donation camps at Pune; at Tata Motors, Pimpri; and at other locations throughout India and the Asia Pacific region.

- Susan G. Komen for the Cure: Tata Technologies^ professionals participate every year in the Breast Cancer 3-Day event in metropolitan Detroit, benefiting Susan G. Komen for the Cure and the National Philanthropic Trust Breast Cancer Fund. The Tata Technologies team - professionals, their friends and family members - raised more than US$15,000 in metropolitan Detroit over the past two years.

- Road Safety in India: Safety Ryodan in India and the Asia Pacific region has conducted special Road Safety Drives in support of festivals and special events. The Road Safety Drives and street play campaigns have focussed on traffic and pedestrian management involving more than 100 volunteers from Tata Technologies.

- First Book: Tata Companies support First Book, a non-profit organization with a single mission: to give children from low-income families the opportunity to read and own their first new books.

- Singapore Student Project on Racial Harmony: Tata Technologies was pleased to have the opportunity to support and. promote cultural awareness by sponsoring a two-day camp for upper primary students from every race, tagged "Search Those Roots!" During the March 2008 program, children were given hands-on opportunities to learn more about one anothers cultures, languages, religious practices, pastimes and even favorite foods.

- Mount Saint Vincent: Since 2001, Tata Technologies has hosted a variety of events year-round for the children of Mount Saint Vincents, based in Denver, Colorado, US.Tata Technologies professionals consistently volunteer on boards and with other activities at the school.

8. QUALITY INITIATIVES

For the first time after the acquisition of INCAT, Tata Technologies participated as a single entity representing all geographies, in the Tata Business Excellence Model (TBEM) assessment during the year. The organization was assessed at the Early Results band on the Business Excellence journey and targets to move to the next band i.e.Early improvements in the 2009 assessment. A detailed action plan has been made based on the outcomes of the assessment and a group called Office of Strategic Management has been set up to drive the actions from the MD and COOs office. The Company also got assessed on its Corporate Governance practices.

The Quality Management System (QMS) was overhauled to address the additional requirements of the aerospace standard AS 9100:B. Processes were established by a task force and implemented across aerospace projects leading to certification on 28th August 2008 by NVT-QC an associate of KEMA USA/ Netherlands. The QMS continues to address the requirements of ISO 9001 which remains the most popular quality standard. The Pune delivery center was recertified to ISO 9001 by the same agency simultaneously. The processes were implemented in Bengaluru delivery center and it has been brought into the scope and has been certified. Certification to these two standards is a critical business requirement - most OEMs and large Tier 1 organizations mandate this from their suppliers. Periodic internal audits (by trained and certified internal auditors) and surveillance audits (by external agency) ensure a high level of process compliance. All Quality and Process initiatives are reviewed by an apex group called Tata Technologies Process Group (TTPG) consisting of senior managers. With the reorganization, plans are to extend the processes to other regions and get them certified to ISO 9001.

Initiatives such as Global Engagement Model -"GEM" are aligned to the business requirements of the organization and also to support certification. The first phase of GEM which is "Bid Response" has been rolled out through an IT tool. The delivery process will follow in the next phase.

The Company during the course of its business also has access to a large amount of sensitive customer information. The Information Security Management System (ISMS) which was based on BS7799 has been aligned to ISO 27001 - the current industry standard.

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

The Company completed several key IT initiatives in its effort to unify its operations across each of its different territories and as part of the overall IT Systems Integration Roadmap. A majority of the priorities laid out for the year were completed, as detailed below. The Company will be refining its priorities for the new fiscal year based on the overall roadmap set by its Leadership Team.

The top three business system initiatives completed as part of the roadmap include:

- Implementation of SAP ERP system across its Europe operations as of April 2009 along with stabilization of ERP Systems & associated processes in North America. Deployment of a single Time Booking system across all three regions. With this, the Company believes that it has a basic but consistent Financial, Project Accounting and HR systems framework across its North America, Europe and Asia-Pacific operations.

- Automating Employee Performance Setting/Performance Reviews, by developing and deploying PACE (Performance Assessment and Competency Enhancement). PACE was deployed in India, with plans to deploy across other territories in FY 2009-10.

- Process Streamlining the Global Engagement Model - Bid Response Processes across territories, using a Delivery Management Software tool. Streamlining of all remaining core delivery processes is planned for FY 2009-10.

The Company is also moving towards integration of the IT infrastructure, processes, policies and WAN links across all its locations in various territories. As part of this, the Company completed implementation of a Global Wide Area Network (WAN) across its locations in India, Europe (UK, France, Germany) and North America - so as to provide a basic integration between its main offices. The Company also chose to in-source its regional Data Center operations in UK/EU from a third party vendor in favor of a global and consolidated approach to systems management.

From a security perspective, the Company focused its IT Security initiatives towards obtaining the ISO27001 certification for its India Delivery Center.The Company has completed all preparations and is planning to obtain certification in the first quarter of the new fiscal year. The Company will subsequently implement a basic Information Security Management System (ISMS) uniformly across its remaining locations across APAC, EU and NA.

The Company redesigned and released its external website operations (www.tatatechnoloqies.com) and consolidated all its external web hosting towards a single global approach, to better serve the unified value proposition.

10. SUBSIDIARY COMPANIES

The Company had twelve subsidiary Companies as on March 31, 2009.

The Company continued to review and reorganize all its subsidiaries. During the year, it was decided to consolidate all the brands under a single brand Tata Technologies. Steps were taken to change names of the subsidiaries to include Tata Technologies.

The following changes occurred with respect to the Companys corporate structure/subsidiaries during the previous year and till April 30, 2009:

a. Asia-Pacific: The name of INCAT (Thailand) Limited was changed to Tata Technologies (Thailand) Limited w.e.f. from March 13, 2009. Considering the current operation level and financial position of INCAT KK, Japan management has decided to liquidate it effective April 01, 2009.

b. Europe: Towards the reorganization of operations of the subsidiaries and consolidation of brands, progress was made towards implementation of a single European structure. The name of INCAT Limited, UK was changed to Tata Technologies Europe Limited (TTEL) w.e.f. March 31, 2009. All operations in Europe are being consolidated under TTEL and will be conducted through branches in Germany, France and Netherlands. As part of reorganization the subsidiary companies in Germany, France and Netherlands would be wound-up or liquidated or merged in due course. Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcy during the financial year, 2006-07. The Company continues to be under bankruptcy proceedings.

c. North America: During the year, Tata Technologies iKS Inc. got merged with Tata Technologies Inc. (formerly known as INCAT Systems Inc.) w.e.f. March 31, 2009. As part of re-branding, the names of INCAT Systems Inc., INCAT Solutions of Canada Inc. and Integrated Systems de Mexico, S.A. de C.V. were changed to Tata Technologies Inc, Tata Technologies (Canada) Inc. and Tata Technologies de Mexico, S.A. de C.V. respectively, w.e.f. from April 01, 2009.

With Tata Technologies iKS Inc. merging with Tata Technologies Inc. (formerly, INCAT Systems Inc.) w.e.f. March 31, 2009, the number of subsidiaries of the Company has been reduced from 13 to 12 during the year.

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan Aeronautics Limited (HAL), with its corporate office situated in Bengaluru, Karnataka. It was incorporated during the previous year. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The company changed its name from INCAT HAL Aerostructures Ltd to Tata HAL Technologies Ltd during the year. The company reported revenues of Rs. 22,81,381 for the FY 2008-09. The loss before tax was Rs. 2,09,75,547. And, the loss aftertax was Rs. 2,10,34,221.

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1,241.19 crore, an increase of 12.74% against Rs. 1,100.90 crore in the previous year. The profit before tax was Rs. 92.89 crore as against Rs. 51.37 crore in the previous year, recording a growth of 80.83%. The profit after tax was Rs. 65.87 crore as against Rs 30.00 crore recording a growth of 119.57%.

The Services/Products business mix was a 73/27 split respectively (Rs. 875 crores for services and Rs. 327 crores for products) compared to FY 2008 when the Company recorded Rs. 760 crores for services and Rs. 324 crores for product or a 70/30 mix. The Americas produced Rs. 561 crores with Asia Pacific recording Rs. 406 crores and Europe generating Rs. 341 crores. The three territories combined produced Rs. 1241 crores topline revenue after reducing inter-company billing, in FY 2009 compared to Rs. 1100 crores for FY 2008.

On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government exempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companys subsidiaries is attached elsewhere as part of the report. The Annual Accounts of the Companys subsidiaries are open for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the Company or to any member/investor of its subsidiary. Further, the financial statements of the Companys subsidiaries will also be kept for inspection by any investor at the Companys Head Office/Registered Office as well as that of the respective subsidiary.

11. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and being eligible offers himself for reappointment.

12. AUDITORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2009-10. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1 B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on 31st March 2009.

14. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees of the Company as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

15. CORPORATE GOVERNANCE REPORT

The readers are advised to refer the separate section on Corporate Governance in this Report.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy and encourage conservation of energy. The Company initiated measures to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, Power Factor has been raised to 0.99 from 0.98 with close coordination with Computational Research Laboratories. Solar water heaters were installed. The schedule of switching on/off lights and AHUs were monitored continuously. The new PCs are being procured with LCD panels in place of earlier CRT monitors to help save energy significantly. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored. Efforts will continue to be made to conserve energy.

Technology Absorption: The Companys commitment to become a leader in the engineering design industry is reiterated. The services provided by the Company are entirely focused on helping other companies build better products, define better processes, and reduce costs along the way. As an example of technological capabilities, the Company has developed capabilities in CFD and other CAE analysis along with following areas and is already providing services to major clients in these areas:

- Digital Manufacturing: The Company provides complete solutions in the digital manufacturing domain - from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

- PLM: The Company provides effective PLM solutions which optimize all integral parts of the organization, including people, processes and technologies. The Company covers all the bases with 4D Process Consulting, a time-tested method of building a better PLM solution. This approach guarantees careful analysis of unique business needs to find the right mix of upgrades for the clients processes and technology.

In the FY 2009, the Company provided significant amount of high-end Computational Fluid Dynamics (CFD) services to a major European Aerospace OEM in the areas of fuel system and air systems for both civilian and military aircraft programs. These services were discharged predominantly from the Hinjawadi offshore delivery center using the Eka super-computing facility. The provision of CFD service allowed the customer to free up its manpower and computational resources to cater to its core activities while still deriving a significant cost benefit from the off-shored activities. This opportunity provided Tata Technologies to build a unique competency in this high-end, high-valued aerospace CFD sector which can be scaled and leveraged to other opportunities.

Efforts are made continuously to bring in innovation in all the domain areas. Constant efforts have been put in to improve the engineering design skills. Opportunities are created to achieve technological strengths and achieve technological excellence in the areas where the Company operates. Company continues to upgrade its technological capabilities on a regular basis. Absorption of newer and better technology, upgradation of the technological strengths and constant innovation are given high importance.

The new MPLS network technology being deployed to interconnect Tata Technologies offices worldwide on a high speed, scalable network brings significant value to achieve Companys business objectives and goals in a cost effective manner.

Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by the Department of Company Affairs is as follows:

Rs. in crore 2008-09 2007-08

Earnings in foreign currency 72.62 32.51 Expenditure in foreign currency 52.47 19.13

18. DIRECTORS RESPONSIBILITY 5TATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors and government/statutory authorities for their support. The Directors would like to specially thank the members for their continued faith in the Company and the management. The Directors also would like to use this opportunity to appreciate the individual and collective contribution of all the employees of the Company.

On behalf of the Board of Directors

S RAMADORAI

Chairman

Mumbai, June 13,2009

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2005

The Directors hereby present their Eleventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2005.

2 FINANCIAL RESULTS

The summary of financial results of the Company for the year ended March 31, 2005 are as follows:

2004-2005 2003-2004 (Rs. in Lakhs) (Rs. in Lakhs)

Income from Sale of Products & Services 17,158.29 13,294.07 Profit / (Loss) Before Tax 920.45 861.52 Profit / (Loss) After Tax 625.71 688.06 Balance brought forward from previous year 593.21 332.09 Amount available for Appropriations 1218.92 1020.15 APPROPRIATIONS General Reserve 70.00 70.00 Proposed Dividend 318.87 316.40 Tax on Proposed Dividend 45.53 40.54 Balance carried to Balance Sheet 784.52 593.21

DIVIDEND

3 Taking into consideration the performance of the Company during the year, the Board of Directors recommend a dividend of 30% (Rs.3/- per share) on 10,676,645 Equity Shares of Rs.10/- each, for the Financial Year 2004-2005 (2003-04: Rs.3/- per share), including dividend on a pro rata basis, in respect of shares allotted during the year.

REVIEW OF BUSINESS OPERATIONS

4 The Company registered an overall revenue growth of 29%. Profit before Taxes (PBT) also grew year-on-year by 36%. International business grew year on year by 49% with the deepening relationships with existing global automotive OEM customers and acquiring of new customers. Last year, the Company made progress in institutionalizing a formal global customer acquisition process with the creation of international sales teams. This year, the Company focused on strengthening the delivery teams through formation of a global work force.

5 The Hinjawadi Campus is operational, with 5 Tech Centres and 575 engineers, IT professionals and other employees, working in a modern, well-equipped facility in an environment that encourages creativity and commitment.

2005 - FOCUS ON BUILDING CAPABILITY

6 The Company focused on attracting, developing and retaining the most capable talent in our industry. During the year, the Company added 400 employees (net increase of 30% to 1,800 associates), out of which 50 employees came from international background: The attrition rate stood at 11%.

7 The Company continues to strive to achieve best in the industry people practices and meet proven international standards. As such the Company became the first engineering and design services company in the world to be assessed at People Capability Maturity Model (PCMM) Level Five which has been developed by the Software Engineering Institute (SEI), Carnegie Mellon. With this, the Company joined a select group of 16 companies world-wide which have been assessed at PCMM Level Five.

8 To enhance the Companys high performance work culture, variable compensation linked to performance was further strengthened and schemes for encouragement for innovation were introduced. These concepts, will be reinforced on a continuous basis.

9 To invest in developing employee talent, the Company has launched a tie up for distance learning engineering courses for Formula 1 (fast track career path for capable employees) employees with Michigan University, USA.

OUTLOOK FOR 2005-06

10 The Company has recognized the need to face new challenges of greater client expectations caused due to rapidly changing economy, lower entry barriers to India and heightened competition. To face the challenges, the Company plans to invest management time and resources in 2005-06 to improve its customer focus. Initiatives for 2005 include rollout of a completely re-vamped mobile SAP CRM system, offering of a more flexible offshore delivery model, opening an offshore delivery center in Bangalore and completion of construction of five additional technical centers at the Pune Center for Automotive Engineering and Design.

11 While the journey has only begun, with the new initiatives and investments for 2005-06, the Company is prepared to face the new challenges that come with the ever increasing demand for offshoring. Today, we believe that the Company has the brand, domain expertise, value proposition and ambition to build the next generation engineering and design services company.

SUBSIDIARY COMPANY

12 Tata Technologies, USA (TTUS), the Companys wholly-owned subsidiary, recorded a turnover of Rs.4,370.20 lakhs (Rs.4,148.94 lakhs in the previous year) and Profit After Tax of Rs.143.23 lakhs (profit of Rs.104.93 lakhs in the previous year).

13 In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI),TTUS has been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenues (net of excise) were Rs.18,042.84 lakhs, an increase of 32%, as against Rs.13,664.34 lakhs in the previous year. The Profit Before Tax was Rs.1,066.39 lakhs, as against Rs.794.09 lakhs in the previous year, recording a growth of 34%. The consolidated Profit After Tax, after considering an amount of Rs.294.74 lakhs (previous year (Rs.6.53) lakhs) towards current and deferred tax, was Rs.771.65 lakhs, as against Rs.800.63 lakhs in the previous year, recording a drop of 4%.

14 On an application made by the Company under Section 212(8) of the Companies Act, 1956, the Central Government has, vide letter dated April 8, 2005, exempted the Company from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of TTUS and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of TTUS is contained in the report. The Annual Accounts of TTUS are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary, who may be interested in obtaining the same. Further, the annual accounts of TTUS will also be kept for inspection by any investor at the Companys Head Office as well as that of TTUS.

QUALITY INITIATIVES

15 The Company firmly believes that "pursuit for excellence" is one of the most critical components for competitive success in the global market. The Company has achieved high maturity through rigorous adherence to highly evolved processes, which have been systematically benchmarked against world-class operating models. These include ISO 9001, SEI-CMM, BS 7799, PCMM and the Tata Business Excellence Model (TBEM) frameworks. In the TBEM assessment, the Company received the Delta 100 Plus award for the maximum improvement in the Tata Group in the year.

CONSTRUCTION AT IT PARK HINJAWADI

16 The Company has commenced construction of five more Technical Centers at its Center for Automotive Engineering and Design, Hinjawadi, Pune.

DIRECTORS

17 In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr S Ramadorai is liable to retire by rotation and is eligible for re-appointment.

18 Mr P R Mc Goldrick had been appointed as the Managing Director effective September 1, 2000, for a period of 5 years. It is proposed to re-appoint Mr Mc Goldrick as the Managing Director of the Company, subject to the approval of the shareholders and the Central Government. Attention of the shareholders is invited to Item No.5 of the Notice.

AUDITORS

19 M/s S B Billimoria & Co., Chartered Accountants, the Companys Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2005-06. M/s S B Billimoria & Co. have, pursuant to Section 224(1) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for re-appointment as Statutory Auditors, should they be so appointed. The Members are requested to appoint Auditors for the current year and to fix their remuneration.

AUDIT COMMITTEE

20 The Audit Committee, comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held 5 meetings during the year under review. The Audit Committee meetings are usually attended by the Managing Director, Head of Finance Function, Human Resources Head, the Internal Auditor of the Company and the Companys Statutory Auditors.Ttie Company Secretary of the Company acts as the Secretary to the Committee Meetings. The Chairman of the Committee was present at the last Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21 Provisions of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo, during the year under review, is given in Annexure A to this Report.

PUBLIC DEPOSITS

22 The Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

23 Information required under section 217(2A) of the Companies Act, 1956, is given in Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

24 Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the Operating Management, confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)

25 During the year under review, out of the 87,148 options vested in the employees under the Companys Stock Option Plan, viz. Tata Technologies Employee Stock Option Plan (TTESOP-2001), 70,148 options were issued @ Rs.25/- per option, inclusive of a premium of Rs.15A per equity share and the remaining 17,000 options were issued @ Rs.3O/- per option, inclusive of a premium of Rs.20A per equity share. During the year under review, 32,250 options were granted to the employees of the Company at an exercise price of Rs.39/- per share and 56,952 options were forfeited in respect of separated employees.

ACKNOWLEDGEMENTS

26 The Directors wish to place on record their whole-hearted appreciation and thanks to all the customers of the Company, as well as to all the employees for their individual and collective contribution to the Companys performance. The Directors also thank the Companys business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

On behalf of the Board of Directors

S RAMADORAI Chairman Mumbai, April 25, 2005

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2002

The Directors hereby present their Eighth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31, 2002.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2002 are as follows :

Particulars 2001-2002 2000-2001 (Rupees) (Rupees)

Income from Sale of Products & Services 70,65,03,896 58,08,23,363

Profit for the period after providing for taxes Rs.1,69,49,281/- including Rs.91,38,281/- for deferred tax liability for FY 2001-02 (previous year Rs.2,51,10,000/-) was 2,52,62,735 4,50,80,719

Balance brought forward from previous year after adjusting deferred tax liability of Rs.1,65,46,579/- as on April 1, 2001 2,84,94,048 2,35,75,858

Amount available for Appropriations 5,37,56,783 6,86,56,577

APPROPRIATIONS :

General Reserve 40,00,000 50,00,000

Interim Dividend 2,09,46,400 -

Tax on Interim Dividend 21,36,533 -

Proposed Dividend - 1,68,92,877

Tax on Proposed Dividend - 17,23,073

Balance carried to Balance Sheet 2,66,73,850 4,50,40,627

2. DIVIDEND

Taking into consideration the performance of the Company during the year, the Board of Directors had paid an Interim Dividend @20% (Rs.2.00 per share) on 1,04,73,200 Equity Shares of Rs.10/- each for the Financial Year 2001-2002. The Directors do not recommend a final dividend for the said Financial Year (2000-01 : Rs.4/- per share).

3. REVIEW OF BUSINESS OPERATIONS

The Companys revenue increased by 22% over the previous year. The increase was driven by increased sales of consultancy services overseas and in India. Sales of licenses and third party products decreased as the Company continued to substitute high margin consulting in place of low margin trading revenue. While margins in consultancy increased, profit after tax decreased by 43%. This was primarily due to increased expenditures required to increase sales. These include software purchased and fully expensed in the year, setup of a training center, increased marketing activities abroad and increased participation in major exhibitions and conferences.

Tata Technologies, US-a wholly owned subsidiary :

Net profit after tax increased by 182% to US$31,414 despite a drop in revenue of 8% against the previous year. The increased profit is largely due to improved margins.

4. QUALITY INITIATIVES

The Company obtained ISO 9001:2000 certification for Design, Development, Testing and Delivery of Engineering Services and Software in Areas of Engineering Automation Group (CAD, CAM, CAE, KBE & PDM), E-Business Group. The Company also underwent internal assessment process under Tata Business Excellence Model (TBEM).

5. CONSTRUCTION AT IT PARK HINJAWADI

The Company has commenced Phase-I of construction of its Global Outsource Centre at IT Park, Hinjawadi. The Company plans to start operating from the Centre this year.

6. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr C Ramakrishnan is liable to retire by rotation and is eligible for re-appointment.

7. AUDITORS

M/s Sahni Natarajan & Bahi, the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Shareholders are requested to appoint the Auditors for the current year and fix their remuneration.

8. AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan, Directors, held four meetings during the period under review. The Audit Committee meetings are usually attended by the Managing Director, the Finance Head, the Internal Auditors of the Company, the Asst. Company Secretary and the Companys Statutory Auditors.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company. Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A to this report.

10. PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in Annexure `B to this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 and in respect of the annual accounts for the period under review, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for that period.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) they have prepared the annual accounts on a "going concern basis"

12. ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to ail employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in Management.

ANNEXURE `A TO DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,27,95,621/-

Expenditure in foreign currency Rs.1,14,93,914/-

Annexure `B

Information as per Section 217 (2A) of the Companies {Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31/03/2002

Sr. Name Age Designation/ Gross Net No. Years) Nature of Duties Remune- Remune- ration ration Rs. Rs.

1 Agashe Suhas C * 46 Head Offshore 727063.00 466830.00 Development

2 Atkins RK 56 Project Manager 1318974.00 915691.00

3 Bansal AK 54 Project Manager 1254544.00 847193.00 ASP

4 Dsouza Nelson E 42 Country Manager 1239746.00 862318.00 Sales & Marketing

5 Diwakar N* 47 Practice Head 633285.00 544164.00 Enterprise Solution

6 Dole S S 47 Project Manager 1509919.00 1025511.00 System Integration & Networking

7 Ganesan Lalgudi S 42 Practice Head 1866949.00 1255429.00 Enterprise Solution

8 Ghosh K K 45 Corporate 1383341.00 941852.00 Quality Head & Program Manager

9 Suha S K 49 Project Manager 1795849.47 1200558.18

10 Jain M K 46 Project Manager 1298562.00 699170.00 Application Services

11 Joshi A S 45 Practice Head 1463277.00 1012835.00 PD & V-EAG

12 Kamat S G 59 Project Manager 1805600.00 1144789.00

13 Kulkarni A.K. 46 Project Manager 1304990.00 901268.00 SAP

14 Kulkarni S A 45 Project Manager 1214121.00 846513.00 Enterprise Solution

15 Latkar S D 49 Chief Financial 1971267.00 1354699.00 Officer

16 Naik Asha 47 Head 1870572.00 1322748.00 Human Resources

17 Nigam S K 45 Project Manager 1203081.00 793007.00 Enterprise Solution

18 Rajasekaran T 49 Practice Head 2417085.00 1640876.00 PE-EAG

19 Roy D 39 Project Manager 1279218.00 878901.00 System Integration & Networking

20 Singh G S* 46 Practice Head 1159172.00 809433.00 E Business

21 Umamaheswaran T N 40 Chief Technology 1476288.00 1018673.00 officer KBE & Engg. System

22 Venkateswaran K V 55 Project Manager 1822105.00 1225067.00

23 Waikar A.M. 51 Project Manager 1589923.00 1073158.00

Qualifications Total Date of Last Employment Held Exper- Comm Designation/Period ience ence- for which Post Held (Years) ment of Employ- ment

B.E.(Elect.) 23 01-10-01 Savant S/W Consultancy M.M.S. Incharge India Operations 1 Yr

Sr. Cambridge 34 01-04-97 Telco Manager, 29 Yrs

P.G.D.B.M. 30 01-04-97 Telco B.Tech(Mech) Divl. Manager, 25 Yrs B.Sc (Maths)

B.Com 17 09-10-00 Siemens Information DPA Technology Ltd. Regional Manager-2 Yrs

B.E. 24 01-04-97 Telco P.G.D.B.M. Divl. Manager, 13 Yrs

B.E.(Elect.) 25 01-04-97 Telco Sr. Manager, 20 Yrs

B.E. (Mechanical) 21 24-03-01 Atos Origin India Pvt. MBA Limited Practice Director-3 Yrs

M. Tech (IR & OR) 21 01-04-97 Telco Sr. Manager, 16 Yrs

M.Sc. 26 01-04-97 Telco P.G. Dip (SQC & OR) Divl. Manager-21Yrs

M Tech Comp. SC 23 01-04-97 Telco Dip (Bus Admn) Sr. Manager, 16 Yrs B.E.(Elect. & Comp.)

B.E. Mechanical 24 01-04-97 Telco Manager-19 Yrs

B.E(Elec.) 34 01-04-97 Telco B.E. (Mech.) Dy, Gen Manager, 29 yrs D.B.M.

M Tech Comp SC 20 01-04-97 Telco B.Tech Sr. Manager, 15 Yrs

B.E(Elec.) 22 01-04-97 Telco Manager-17 Yrs

B.Com. 24 01-08-98 Tata Iron & Steel Co. LLB. ACA Div Manager-21 Yrs

PHD 15 16-04-00 Fujitsu ICIM limited Head-Human Resources 5 Yrs

M Tech Ind Mgmt Engg 20 01-04-97 Telco B.Tech (Mech) Sr. Manager, 15 Yrs

B.Tech.(Mech.) 27 01-04-97 Telco D.B.M. Divl Manager, 22 Yrs

ME Comp SC 15 01-04-97 Telco B.E(Elec.) Manager, 10 Yrs

B.Tech. 23 02-07-01 E Vyapar PGDCS CFO & MD-1Yr

M.Tech. (Mech.) 17 01-04-97 Telco Manager, 12 Yrs

M.E. 30 01-04-97 Telco M.B.A. Asst. Gen. Manager, 10 Yrs Cert. In Law

M.S.(Indl. Engg.) USA 23 01-04-97 Telco B.E.(Mech) Divl, Manager, 18 Yrs

Notes : (1) The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and Companys contribution to provident fund and superannuation fund.

(2) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the companys rules.

(3) The net remuneration is arrived at by deducting from the gross remuneration, income-tax, companys contribution to provident fund, superannuation fund, and the monetary value of noncash perquisites, wherever applicable.

(4) All the employees have adequate experience to discharge the responsibilities assigned to them.

(5) The nature of employment in all cases is contractual.

(6) None of the employees mentioned above is a relative of any director of the company.

(7) Asterisk against a name indicates that the employee was in service only for a part of the year.

for and on behalf of the Board

S Ramadorai Mumbai, May 15, 2002 Chairman

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 2001

The Directors hereby present their Seventh Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended March 31,2001.

1 FINANCIAL RESULTS

The financial results of the Company for the year ended March 31,2001 are as follows:

2000-2001 1999-2000 (Rupees) (Rupees)

Income from Sale of Products & Services 58,08,23,363 65,70,94,428 Profit for the period after providing for taxes Rs.2,51,10,000/- (previous year Rs.2,05,00,000/-)was 4,50,80,719 3,85,40,441 Balance brought forward from previous year 2,35,75,857 86,85,192 Amount available for Appropriations 6,86,56,577 4,72,25,634

APPROPRIATIONS:

General Reserve 50,00,000 50,00,000 Interim Dividend — 1,68,01,600 Tax on Interim Dividend — 18,48,176 Proposed Dividend 1,68,92,877 — Tax on Proposed Dividend 17,23,073 — Balance carried to Balance Sheet 4,50,40,627 2,35,75,858

2 DIVIDEND

The Directors recommend payment of the dividend @ Rs.4/- per share on 1,04,73,200 shares of Rs. 10/- each for the year ended March 31,2001 on a pro-rata basis from the date of allotment,(1999 - 2000:Rs.8/- as an interim dividend on 21,00,200 equity shares), if approved by the members at the Annual General Meeting.

3 REVIEW OF BUSINESS OPERATIONS

The Companys profit after tax increased by 17% despite a 12% drop in revenues over the previous year.This was achieved by substitution of high margin consulting revenue in place of low margin trading revenue. The Company continued to extend its consultancy in the areas of Enterprise Resource Plannlng,collaborative Product Data Management,Engineering Automation (KBE & CAD/CAM/CAE) and system integration projects to large Indian and multinational manufacturers.

TataTechnologles.USA: In December 2000,the Company acquired 100% equity (150,000 shares having no par value) of Tata Technologies, incorporated and operating in the United States of America, making it a wholly owned subsidiary of the Company.The acquisition would help the Company to establish its presence in the US market, especially in procuring onsite and offshore orders from the United States.

Consequent to the acquisition of Tata Technologies and the globalisation of the Companys operations, the Company changed its name fromTata Technologies (India) Limited"to"TataTechnologiesLimited"from February 2001.

The Company joined the Tata Group Brand Equity Business Promotion (BEBP) scheme in January 2001. As part of the scheme the Company adopted theTata Business Excellence Model (TBEM) to enhance quality towards becoming a world-class organisation.

Under the 100% EOU registration, the Company imported Engineering Automation equipment and commenced exports.To increase its exports, the Company plans to build a state-of-the-art Campus at Pune Infotech Park, Hinjawadi,Pune.

4 INCREASE IN CAPITAL

Taking into account the long term requirements of the Company, the Company increased its authorised capital from Rs.3 crores to Rs. 25 crores divided into 2,50,00,000 equity shares of Rs. 10/- each.

5 FURTHER ISSUE OF CAPITAL

The Company also issued 80,00,000 shares on a rights basis to Tata Engineering and Locomotive Company Limited,its holding companyand 3,73,000 shares on a preferential basis to its employees and directors at a premium of Rs. 15/- per share.

6 HUMAN RESOURCES

At the beginning of this financial year, the Company adopted a new organisational structure mapping the entire Tata Technologies Group worldwide.The new structure is based on international practice of leading consulting companies. The Company also adopted new performance management system.

To create goal congruence between the Companys owners, managers and employees, the Company offered a preferential allotment of shares to its employees. To help retain and reward its key employees the Company established an employee stock option plan. These human resource initiatives help to reduce the attrition rate. During the year, the total number of employees increased to over 1200.

7 DIRECTORS

Mr P R McGoldrick was appointed as the Managing Director of the Company w.e.f. September 1,2000, and his appointment and terms of remuneration were approved by the members, at the Extra-ordinary General Meeting of the Company held on August 8,2000 and also bythe Central Government.

Mr R Gopalakrishnan, Mr S Ramadorai and Mr C Ramakrishnan were appointed by the Board as Additional Directors pursuant to Article 130 of the Articles of Association of the Company.The said Directors cease to hold office at this Annual General Meeting and are eligible for appointment.

Consequent upon Mr F K Kavaranas appointment as the Chairman of Tata A!G Life Insurance Company Ltd. andTataAIG General Insurance Company Ltd.and in view of his additional senior level responsibilities in other group companies, he ceased to be a Director of the Company in June 2001. Mr Kavarana joined the Company on November 20,1996, and his counsel and active participation had significantly contributed to the growth of the Company.The Directors place on record their warm and sincere appreciation of the dedicated and valuable services rendered by Mr Kavarana during his tenure as a Director and wished him success in his new assignment.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr P P Kadle is liable to retire by rotation and is eligible for re-appointment.

8 AUDITORS

M/s Sahni Natarajan & Bahl,the present Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting. They have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for their re-appointment. The Members are requested to appoint the Auditors for the current year and fix their remuneration. In this connection, attention of the Members is invited to Item No.7 of the Notice of the Annual General Meeting.

9 AUDIT COMMITTEE

The Audit Committee comprising of Mr S Ramadorai, Chairman, Mr P P Kadle and Mr C Ramakrishnan non-executive directors was duly re-constituted on March 9,2001 under Section 292A of the Companies Act, 1956.

10 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Companies Amendment Act, 1988 regarding reporting

on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure A to this report.

11 PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 is given in AnnexureBto this report.

12 DIRECTORSRESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial " reporting requirements in respect of the financial statements for the

period under review. Pursuant to Section 217(2AA) of the Companies

(Amendment) Act, 2000 and in respect of the annual accounts for the period under review. the Directors hereby confirm that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. Appropriate accounting policies are applied consistently on which judgement and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period.

iii. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken.

iv. The annual accounts have been prepared on a"going concern basis;

13 ACKNOWLEDGEMENTS

The Directors convey their thanks to all the Companys customers and their appreciation to all employees for their individual and collective contribution to the Companys performance. The Directors also thank business partners, bankers and auditors for the wholehearted support and confidence reposed in management.

ANNEXURE TO DIRECTORSREPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

Earnings in foreign currency Rs.2,57,49,435/- Expenditure in foreign currency Rs. 1,64,76,282/-

On behalf of the Board of Directors P P KADLE P R McGOLDRICK Director Managing Director Mumbai,June11,2001

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1999

The Directors hereby present their Fifth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 1999 are as follows :

1998-99 1997-98 (Rupees) (Rupees)

Income from Sale of Products & Services 51,25,84,540 23,37,34,761

Profit for the period after providing for Rs. 1,27,50,000/-for taxes (previous year Rs. 64,82,990/-) was 2,85,59,550 1,96,66,995

Balance brought forward from previous year 19,65,419 4,69,964

Amount Available For Appropriations 3,05,24,969 2,01,36,959

APPROPRIATIONS :

General Reserve 30,00,000 20,00,000

Proposed Dividend 1,68,01,600 1,47,01,400

Tax on Proposed Dividend 18,48,176 14,70,140

Balance carried to Balance Sheet 88,75,193 19,65,419

3,05,24,969 2,01,36,959

Dividend

The Directors recommend dividend of Rs. 8/- per share (1997-98 Rs. 7/-) for the year ended 31st March, 1999, if approved by the members.

Review of Business Operations

The Company's revenue grew by 119% over the previous year, due to successful execution of IT projects in India and abroad. In Enterprise Resource Planning (ERP), Tata Technologies completed SAP implementation of Tata Chemicals. The SAP, ERP systems at new car plant of Tata Engineering & Locomotive Co Ltd (Telco) became operational in the year and implementation of SAP in Telco's other divisions continued in association with SAP India. In the areas of CAD/CAM/CAE the Company made significant contribution to Telco's Tata Safari and Tata Indica car projects, by reducing design and analysis time, in addition to looking after Telco's ongoing IT requirements.

The Company in association with Tata Technologies Pvt Ltd in Singapore and Tata Technologies, in USA received assignments in CAD/CAM/CAE, Knowledge Based Engineering, Product Data Management (PDM) and ERP for major manufacturers in United States, Europe and Asia.

New assignments include, SAP implementation projects for major automobile manufacturers and chemical companies. The continue its growth, Tata Technologies committed investment of Rs. 2.88 Crores in the fourth quarter which would generate revenue in the next financial year.

Directors

Mr S D Pradhan was appointed as Whole-time Director of the Company with effect from 1st April, 1998; The appointment was approved at the Extra-ordinary General Meeting of the Company held on 23rd November, 1998.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association Mr V M Raval and Mr F K Kavarana are liable to retire by rotation and are eligible for re-appointment.

Auditors

The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Sahni Natarajan & Bahl, the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of eligibility for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Provisions of the Companies Amendment Act, 1988 regarding reporting on conservation of energy and technology absorption are not applicable to the Company.

Information pertaining to foreign exchange earnings and outgo during the year under review is given in Annexure `A' to this report.

ANNEXURE `A' TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31-12-1998 issued by the Department of Company Affairs)

Foreign Exchange Earnings and Outgo

a) Earnings in foreign currency Rs. 1,37,20,480/-

b) Expenditure in foreign currency Rs. 26,77,288/-

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

---

Mar 31, 1998

Information not available in the annual report 1998-99.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.

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Mar 31, 1997

Details not available in 1997-98 report.