Statuatory Audit Report - Standarad

1.  We have audited the attached Balance Sheet of TATA CONSULTANCY
 SERVICES LIMITED (the Company) as at March 31, 2009, and also the
 Profit and Loss Account and the Cash Flow Statement of the Company for
 the year ended on that date annexed thereto. These financial statements
 are the responsibility of the Companys Management. Our responsibility
 is to express an opinion on these financial statements based on our
 audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India. Those standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003 issued
 by the Central Government of India in terms of sub-section (4A) of
 Section 227 of the Companies Act, 1956, we enclose in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order to the extent applicable.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 (i) we have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 (ii) in our opinion, proper books of account as required by law have
 been kept by the Company so far as it appears from our examination of
 those books;
 
 (iii) the Balance Sheet, Profit and Loss Account and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) in our opinion, the Balance Sheet, Profit and Loss Account and
 Cash Flow Statemen dealt with by this report comply with the accounting
 standards referred to in sub-section (3C) of Section 211 of the
 Companies Act, 1956;
 
 (v) on the basis of written representations received from the
 directors, as on March 31, 2009, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2009 from being appointed as a director in terms of clause
 (g) of sub-section (1) of Section 274 of the Companies Act, 1956; and
 
 (vi) in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 (a) in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2009;
 
 (b) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date; and
 
 (c) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 (Referred to in paragraph 3 of our report of even date)
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) According to the information and explanations given to us, the
 fixed assets were physically verified by the management in accordance
 with the programme of verification, which in our opinion, is reasonable
 having regard to the size of the Company and the nature of its assets.
 The discrepancies noticed on physical verification were not material
 and have been properly dealt with in the books of account.
 
 (c) There was no disposal of a substantial part of fixed assets.
 
 (ii) (a) The Company has conducted physical verification of inventory
 at reasonable intervals during the year.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventory
 followed by the Management are reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company is maintaining proper records of inventory and
 no material discrepancies were noticed on physical verification.
 
 (iii) In respect of unsecured loans granted to companies covered in the
 register maintained under Section 301 of the Companies Act, 1956 and
 according to the information and explanations given to us -
 
 (a) During the year, the Company has given unsecured interest-free
 loans aggregating to Rs. 63.65 crores to two of its wholly owned
 subsidiaries. The Company has also given unsecured loans aggregating to
 Rs. 5.56 crores to one of its subsidiary. At the year end, the loans
 granted to three subsidiaries aggregates to Rs.  522.50 crores. The
 maximum balance outstanding during the year is Rs. 598.48 crores.
 
 (b) The rates of interest and other terms and conditions are prima
 facie not prejudicial to the interests of the Company.
 
 (c) The receipt of the principal amount and interest is as per the
 terms of the loan agreements and are
 
 (d) There are no overdue amounts and hence the provisions of sub-clause
 (d) of clause 4(iii) of the Order are not applicable to the Company.
 
 (e) The Company has not taken any loans, secured or unsecured, from
 companies, firms or other parties listed in the register maintained
 under Section 301 of the Companies Act, 1956. Therefore, the provisions
 of sub-clauses (e), (f) and (g) of clause 4 (iii) of the Order are not
 applicable to the Company.
 
 (iv) In our opinion and according to the information and explanations
 given to us, having regard to the explanations that some of the items
 purchased are of special nature and suitable alternative sources do not
 exist for obtaining comparable quotations, there are adequate internal
 control procedures commensurate with the size of the Company and the
 nature of its business with regard to purchases of inventories and
 fixed assets and with regard to the sale of goods and services. During
 the course of our audit, we have not observed any continuing major
 weakness in such internal controls.
 
 (v) (a) To the best of our knowledge and belief and according to the
 information and explanations given to us, we are of the opinion that
 the particulars of contracts or arrangements referred to in Section 301
 of the Companies Act, 1956 have been entered in the register required
 to be maintained under that section; and
 
 (b) Transactions made in pursuance of such contracts or arrangements
 have been made at prices which are reasonable having regard to the
 prevailing market prices at the relevant time.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the Company has not accepted deposits from the public
 during the year. Therefore, the provisions of clause 4 (vi) of the
 Order are not applicable to the Company.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) We have broadly reviewed the books of account and records
 maintained by the Company relating to the manufacture of electronic
 products, pursuant to the Rules made by the Central Government for the
 maintenance of cost records under Section 209(1)(d) of the Companies
 Act, 1956 and are of the opinion that prima facie, the prescribed
 accounts and records have been made and maintained. We have, however,
 not made a detailed examination of the records with a view to
 determining whether they are accurate or complete.  To the best of our
 knowledge and according to the information given to us, the Central
 Government has not prescribed the maintenance of cost records for any
 other products of the Company.
 
 (ix) (a) According to the information and explanations given to us, the
 Company is generally regular in depositing with appropriate authorities
 undisputed statutory dues including Provident fund, Investor Education
 and Protection Fund, Employees state insurance. Income tax, Wealth
 tax, Sales tax, Customs duty, Excise duty, Service tax, cess and other
 material statutory dues applicable to it.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of Provident fund. Investor
 Education and Protection Fund, Employees state insurance, Income tax.
 Sales tax, Customs duty. Excise duty and cess were in arrears, as at
 March 31, 2009 for a period of more than six months from the date they
 became payable. An amount of Rs. 0.10 crores is outstanding for more
 than six months with respect to the Labour Welfare Fund.
 
 (c) According to the information and explanations given to us, details
 of dues of Sales tax, Service tax and Income tax which have not been
 deposited on account of any dispute are given below:
 
 Particulars               Period to which
                           the amount relates
 
 Sales Tax                 2001 - 02, 2002 - 03,
                           2003 - 04, 2004 - 05,
                           2005 - 06, 2007 - 08,
                           2008 - 09
                           2002 - 03, 2003 - 04,
                           2004 - 05, 2005 - 06
                           2006 - 07
                           2001 - 02, 2002 - 03
                           2004 - 05
                           2004 - 05
                           2003 - 04, 2004 - 05
                           2001- 02
                           2006 - 07
 Service Tax               2004 - 2005
 Income Tax                2004 - 05
 
 Forum where the                            Amount
 dispute is pending                         Rs            
 
 High Court                                 5.31
 Tribunal                                   4.66
 Appellate Deputy Commissioner              2.95
 Commissioner of Sales Tax                  0.03
 Joint Commissioner                         0.09
 Deputy Commissioner of Commercial Taxes    5.11
 Assistant Commissioner                     0.69
 Assistant Commissioner, Appeals            0.28
 Inspecting Assistant Commissioner          0.27
 Commissioner of Service Tax                3.15
 Commissioner of Income Tax (Appeals)      91.72
 
 (x) The Company does not have accumulated losses. The Company has not
 incurred cash losses during the financial year covered by our audit and
 in the immediately preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to a
 financial institution or bank.
 
 (xii) In our opinion and according to the information and explanations
 given to us, the Company has not granted loans and advances on the
 basis of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) In our opinion and according to the information and explanations
 given to us, the Company is not dealing in or trading in shares,
 securities, debentures and other investments. Therefore, the provisions
 of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are
 not applicable to the Company.
 
 (xiv) In our opinion and according to the information and explanations
 given to us, the Company has not given guarantee for loans taken by
 others from banks or financial institutions.
 
 (xv) In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purpose for which
 they were raised.
 
 (xvi) In our opinion and according to the information and explanations
 given to us, and on an overall examination of the Balance Sheet of the
 Company, we report that no funds raised on short-term basis have been
 used for long- term investment.
 
 (xvii) According to the information and explanations given to us,
 during the period covered by our audit report, the Company has not made
 preferential allotment of equity shares to parties and companies
 covered in the register maintained under Section 301 of the Companies
 Act, 1956.
 
 (xviii) During the year covered by our audit report, the Company has
 not raised any money by way of public issue.
 
 (xix) To the best of our knowledge and belief and according to the
 information and explanations given to us, no material fraud on or by
 the Company has been noticed or reported during the course of our
 audit.
 
 Clauses 4(xiii) and 4(xix) of the Companies (Auditors Report) Order,
 2003 are not applicable to the Company.
 
                                         For DELOITTE HASKINS & SELLS
                                                Chartered Accountants
     
                                                         N. VENKATRAM
                                                              Partner
                                                 Membership No. 71387
 Mumbai, April 20, 2009