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Auditor Report of Mahindra & Mahindra Ltd.

Mar 31, 2016

We have audited the accompanying standalone financial statements of Tech Mahindra Limited (the Company), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information for the year then ended.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the Act) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash fows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under section 133 of the Act, as applicable.

This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone fnancial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order under section 143 (11) of the Act.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following note to the financial statements:

Note 25 in respect of certain matters relating to erstwhile Satyam Computer Services Limited (erstwhile Satyam), amalgamated with the Company with effect from April 1, 2011 which are discussed below:

During the year the Additional Chief Metropolitan Magistrate cum Special Sessions Court, Hyderabad vide common judgement on April 9, 2015 convicted the accused persons in 3 separate complaints instituted by the Central Bureau of Investigation (CBI), which also covered the matters investigated by the Serious Fraud Investigation Office (SFIO). The Company was not named as an accused in the proceedings and in the said judgment. The Management does not believe there will be any further proceedings against the Company in this respect. The Company Law Board vide its further Order dated March 1, 2016 has also struck off the name of the Company from the array of respondent in the petition fled by the Ministry of Company Affairs (MCA).

Further, as explained in note 25 to the financial statements, certain non-compliances and breaches of various laws and regulations by the erstwhile Satyam under the former Management (prior to Government nominated Board) identified by the various agencies have been responded to/appropriately addressed in earlier years and no further communication has been received by the Company on these matters and with the passage of time, the Company does not expect any further proceedings in this regard.

The Company''s management on the basis of current legal status and external legal opinion, as more fully described in note 25 to the financial statements, has concluded that (i) claims made by 37 companies in the City Civil Court for alleged advances amounting to Rs. 12,304 million made by these companies to erstwhile Satyam, and presented separately under ''Suspense account (net) and (ii) the claims to these advances fled by Enforcement Directorate under the Prevention of Money Laundering Act in the High Court of Andhra Pradesh will not sustain on ultimate resolution by the respective Courts as explained in the note.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards prescribed under section 133 of the Act, as applicable.

e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 24, 25 and 30 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor''s Report) Order, 2016 (the Order) issued by the Central Government in terms of Section 143(11) of the Act, we give in Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.

(i) In respect of its fixed assets:

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

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

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed/ Possession Certificate/ Lease agreement/ Encumbrance Certificate provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date, except the following:

Rs. in Million

Particulars of the land Gross Net Block Remarks and building Block as as at the at the Balance Balance Sheet date Sheet date

Leasehold Land located at IT/ITES 643.68 637.17 As per information given to us, Industrial Area, Devanahalli Bangalore Lease agreement is yet to be entered - 562110 admeasuring 101,173 square into by Karnataka Industrial Areas metres Development Board (KIADB) with the company, pending for few clauses to be agreed mutually between the company and KIADB.

Freehold land located at Bahadurpally, 167.98 167.98 As per the information given to us, Survey No. 62/1A, Qutubullapur after payment of the stamp duty to Mandal, Bahadurpally Village, District Registrar of state of Andhra Pradesh - Ranga Reddy, Hyderabad - 500043 the split of state of Andhra Pradesh admeasuring 581,711 square metres into State of Andhra Pradesh and state of Telangana occurred due to

Freehold land located at Infocity SEZ, 141.65 141.65 which jurisdiction of Registration Tower - I & II Plot No. 22 to 34, Hi-Tech office has also changed there fore City, Layout, Madhapur, Hyderabad - the final demand is not crystallized 500081 admeasuring 79,804 square and Andhra Pradesh High Court metres order is not adjudicated.

Freehold land located at Survey 79.83 79.83 No. 44 P, Near Bullaiah College, New Resapuvanipalem Village, Visakhapatnam - 530003 admeasuring 29,844 square metres

Rs. in Million

Particulars of the land Gross Net Block Remarks and building Block as as at the at the Balance Balance Sheet date Sheet date

Leasehold land located at Plot 4.86 4.20 As per the information given to us No. S - 1, Maitree Vihar Road, upon issues of letter to the company Chandrasekharpur, Bhubaneswar - from General Administration 751023, admeasuring 55,600 square Department of Government of metres Odisha the Company has to pay Transfer fee based on the value of the property to General Administration Department of Government of Odisha. On such payment the property will be registered in the revenue records.

Leasehold Land located at Survey 470.27 444.01 As per the information given to no. 1(P), 3(P), 8(P), 40(P), 71(P), 109, us, the Company is awaiting for 152(P), MIHAN SEZ Area, adjudication certificate. Mutation Nagpur - 441108, proceeding will be initiated after the admeasuring 518,241 square metres adjudications certificate is received from the authority. Freehold Land Survey No. 35/1/1B, 126.16 126.16 48/2A and 48/2C, Bavdhan, Taluka Haveli, Pune, admeasuring 55,606 square metres

In respect of immovable properties of land and buildings that have been taken on lease and disclosed as fixed asset in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

(ii) In our opinion and according to the information and explanations given to us, having regard to the nature of the Company''s business / activities during the year, clause (ii) of paragraph 3 of the Order is not applicable to the company.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly the provisions of Clause (iii) of paragraph 3 of the Order are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits. Therefore, the provisions of the clause (v) of paragraph 3 of the Order is not applicable to the Company.

(vi) Having regard to the nature of the Company''s business / activities, the maintenance of cost records has not been specified by the Central Government under section 148(1) of the Act. Accordingly reporting under clause (vi) of paragraph 3 of the Order is not applicable.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees ''State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees ''State Insurance, Income-tax, Sales Tax, Service Tax, duty of Custom, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2016, for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Value Added Tax and Cess which have not been deposited as on March 31, 2016 on account of disputes are given below:

Name of Statute Nature of Forum where Dues Dispute is pending

The Income-tax Income-tax Supreme Court Act,1961

The Income-tax Income-tax High Court Act,1961

The Income-tax Income-tax High Court Act,1961

The Income-tax Income-tax Income-tax Appellate Act,1961 Tribunal

The Income-tax Income-tax Income-tax Appellate Act,1961 Tribunal

The Income-tax Income-tax Income-tax Appellate Act,1961 Tribunal

The Income-tax Income-tax Income-tax Appellate Act,1961 Tribunal

The Income-tax Income-tax Income-tax Appellate Act,1961 Tribunal

The Income-tax Income-tax Income-tax Appellate Act,1961 Tribunal

The Income-tax Income-tax Income-tax Appellate Act,1961 Tribunal

The Income-tax Income-tax Income-tax Appellate Act,1961 Tribunal

The Income-tax Income-tax Commissioner of Act,1961 Income-tax (Appeals)

The Income-tax Income-tax Commissioner of Act,1961 Income-tax (Appeals)

The Income-tax Income-tax Commissioner of Act,1961 Income-tax (Appeals)

The Income-tax Income-tax Commissioner of Act,1961 Income-tax (Appeals)

The Income-tax Income-tax Commissioner of Act,1961 Income-tax (Appeals)

The Income-tax Income-tax Commissioner of Act,1961 Income-tax (Appeals)

The Income-tax Income-tax Commissioner of Act,1961 Income-tax (Appeals)*

The Income-tax Income-tax Commissioner of Act,1961 Income-tax (Appeals)

The Income-tax Income-tax Assessing Offcer Act,1961

(Rs. in million)

Name of Statute Period to which Amount Amount the amount Unpaid paid relates Under protest

The Income-tax Act, 1961 Financial Year 39.55 - 2004-05

The Income-tax Act, 1961 Financial Year 2.83 - 2005-06

The Income-tax Act, 1961 Financial Years 5,967.31# - 2002-03 to 2007-08

The Income-tax Act, 1961 Financial Year 151.69 - 2003-04

The Income-tax Act, 1961 Financial Year 150.46 - 2004-05

The Income-tax Act, 1961 Financial Year 1.57 - 2005-06

The Income-tax Act, 1961 Financial Year 6.03 - 2006-07

The Income-tax Act, 1961 Financial Year 16.63 - 2007-08

The Income-tax Act, 1961 Financial Year 29.09 - 2007-08

The Income-tax Act, 1961 Financial Year 0.93 - 2008-09

The Income-tax Act, 1961 Financial Year 553.34 - 2010-11

The Income-tax Act, 1961 Financial Year 1.43 - 2007-08

The Income-tax Act, 1961 Financial Year 694.62 - 2009-10

The Income-tax Act, 1961 Financial Year 18.12 - 2007-08

The Income-tax Act, 1961 Financial Year 58.88 - 2010-11

The Income-tax Act, 1961 Financial Year 19.41 - 2011-12

The Income-tax Act, 1961 Financial Years 42.38 - 2005-06 and 2010-11

The Income-tax Act, 1961 Financial Year 898.38 - 2011-12

The Income-tax Act, 1961 Financial Year 8.11# - 2001-02

The Income-tax Act, 1961 Financial Year 56.09 - 2008-09

Name of Statute Nature of Forum where Dues Dispute is pending

The Income-tax Income-tax Assessing Offcer Act,1961

Finance Act, 1994 Service Tax Commissioner of Central Excise

Finance Act, 1994 Service Tax Commissioner of Central Excise

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Service Tax Principal Commissioner of Service Tax

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal*

Finance Act, 1994 Service Tax Joint Commissioner, Service Tax

Andhra Pradesh Value Sales Tax Appellate VAT Act, 2005 Added Tax Tribunal

(Rs. in million)

Name of Statute Period to which Amount Amount the amount Unpaid paid relates Under protest

The Income-tax Act, 1961 Financial Year 25.58 - 2009-10

Finance Act, 1994 Financial Years 12.86 - 2003-04 to 2006-07

Finance Act, 1994 Financial Years 11,857.56 - 2008-09 to 2013-14

Finance Act, 1994 Financial Years 86.60 6.60 2004-05 to 2007-08

Finance Act, 1994 Financial Years 118.77 10.00 2004-05 to 2008-09

Finance Act, 1994 Financial Years 46.43 41.51 2005-06 to 2007-08

Finance Act, 1994 Financial Years 169.50 3.00 2008-09 to 2010-11

Finance Act, 1994 Financial Years 96.07 96.00 2007-08 to 2010-11

Finance Act, 1994 Financial Year 11.73 - 2008-09

Finance Act, 1994 Financial Years 3,031.53 - 2012-13 to 2013-14

Finance Act, 1994 Financial Year 33.46 1.26 2008-09 to 2011-12

Finance Act, 1994 Financial Year 360.55 - 2006-07 to 2010-11

Finance Act, 1994 Financial Year 209.98 5.21 2009-10 to 2012-13

Finance Act, 1994 Financial Year 6.54 - 2013-14

Finance Act, 1994 Financial Year 77.30 - 2007-08 to 2013-14

Finance Act, 1994 Financial Year 7.62 2.69 2011-12 to 2012-13

Andhra Pradesh VAT Act, 2005 Financial Year 6.78 4.58 2007-08

Name of Statute Nature of Forum where Dues Dispute is pending

Andhra Pradesh Value Added High Court VAT Act, 2005/ Tax/ Sales Tax Central Sales Tax Act, 1956

Delhi Value Added Value The Addl. Tax Act, 2004 Added Tax Commissioner VAT

Delhi Value Added Value The Addl. Tax Act, 2004 Added Tax Commissioner VAT

Delhi Value Added Value The Addl. Tax Act, 2004 Added Tax Commissioner VAT

Maharashtra Value Value Joint Commissioner of Added Tax Act, 2002 Added Tax Sales Tax (Appeal)

Central Sales Tax Central Sales Deputy Commissioner Act, 1956 Tax (Gujarat) of Commercial Tax (Appeal)

Maharashtra Tax Entry Tax - Deputy Commissioner on Entry of Goods Maharashtra (Appeal) Sales Tax in to Local Areas Ordinance, 2002

The Karnataka Stamp Duty High Court Stamp Act 1957

The Customs Act, Custom Duty Customs Excise & 1962 Service Tax Appellate Tribunal

Central Sales Tax Central Sales High Court Act, 1956 Tax (Tamil Nadu)

Delhi Value Added Value Commissioner, VAT* Tax Act, 2004 Added Tax

Andhra Pradesh Value Sales Tax Appellate Value Added Tax Added Tax Tribunal Act, 2005

Revenue & Taxation Pennsylvania Commonwealth Code, USA state of Pennsylvania Income-tax Department of Revenue

Decree of the Tax on Regional Court of President of the purchase Emilia Romagna, Italy Republic of Italy of shares

Chad Tax Withholding Deputy General Administration Tax/ VAT/ Manager of Tax Corporation Authorities Tax

Law on Tax Withholding General Tax Director Procedure Tax/VAT/ Corporation Tax

(Rs. in million)

Name of Statute Period to which Amount Amount the amount Unpaid paid relates Under protest

Andhra Pradesh VAT Act, 2005/ Central Sales Tax Act, 1956 Financial Years 155.65 90.09 2007-08 to 2010-11

Delhi Value Added Tax Act, 2004 Financial Years 2.81 - 2012-13

Delhi Value Added Tax Act, 2004 Financial Year 0.19 - 2012-13

Delhi Value Added Tax Act, 2004 Financial Year 2.29 - 2013-14

Maharashtra Value Added Tax Act, 2002 Financial Year 4.19 0.40 2008-09

Central Sales Tax Act, 1956 Financial Years 5.60 6.80 2006-07 to 2008-09

Maharashtra Tax on Entry of Goods into Local Areas Ordinance, 2002 Financial Years 41.71 6.20 2008-09 to 2011-12

The Karnataka Stamp Act 1957 Financial Year 1.08 - 2006-07

The Customs Act, 1962 Financial Year 1.19 1.19 1996-97

Central Sales Tax Act, 1956 Financial Years 1,962.01 - 2014-15

Delhi Value Added Tax Act, 2004 Financial Years 1.68 - 2013-14

Andhra Pradesh Value Added Tax Act, 2005 Financial Years 0.54 0.54 2007-08 and 2009- 10

Revenue & Taxation Code, USA Calendar Years 4.93 - 1988 - 2005

Decree of the President of the Republic of Italy Financial Year 7.96 - 2008-09

Chad Tax Administration Calendar year 2012 6.21 -

Law on Tax Procedure Calendar year 2011 23.13 - to 2012

* The Company is in process of fling the appeal

# The above excludes the Income-tax Draft Notices of Demand amounting to Rs. 7,952 Million and Rs. 9,637 Million for financial years 2001-02 and 2006-07 respectively, issued by the Additional Commissioner of Income-tax under Section 143(3) read with Section 147 of the Income-tax Act, 1961, against which the Company has fled its objections with the Dispute Resolution Panel, which is pending disposal.

(viii) The Company has not taken any loans or borrowings from banks and government or has not issued any debentures. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and the term loans have been applied by the Company during the year for the purposes for which they were raised.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of paragraph 3 of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of paragraph 3 of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its subsidiaries or associate companies or persons connected with them and hence provisions of section 192 of the Act are not applicable.

(xvi) The Company is not required to be registered under section 45-I of the Reserve Bank of India Act, 1934. For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm''s Registration No. 117366W/W-100018)



A. B. Jani Place: Mumbai, India Partner

Date: May 24, 2016 (Membership No. 46488)


Mar 31, 2015

1. We have audited the accompanying standalone financial statements of MAHINDRA & MAHINDRA FINANCIAL SERVICES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and the Statements of Profit and Loss and Cash Flow for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE

FINANCIAL STATEMENTS

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITY

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

OPINION

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

9. As required by the Companies (Auditor''s Report) Order, 2015, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (the "Order"], and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. As required by Section 143(3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

c. the Balance Sheet, the Statement of Profit and Loss and Cash Flow dealt with by this Report are in agreement with the books of account;

d. I n our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 1 33 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

e. On the basis of written representations received from the directors as on March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 43 to the financial statements

ii. The Company did not have any long-term contracts including derivate contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Auditors’ Report referred to in our report of even date:

1 [a] The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

[b] The fixed assets of the Company have been physically verified by the Management during the year. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account. In our opinion, the frequency of verification is reasonable.

2 The Company is in the business of asset finance and consequently, does not hold any inventory. Therefore, the provisions of Clause 3(ii] of the said order are not applicable to the Company.

3 There are no companies, firms or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3[iii] of the said order are not applicable to the Company.

4 In our opinion and according to the information and explanations given to us, the Company is having an adequate internal control system commensurate with the size and the nature of its business, for the purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and sale of goods. On the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across, nor have we been informed of, any continuing failure to correct any major weaknesses in the aforesaid internal control system.

5 In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Sections 73, 74, 75 and 76 or any other relevant provisions of the Act and the Rules framed thereunder to the extent notified, with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

6 The Central Government of India has not prescribed the maintenance of cost records under sub-section [1] of Section 148 of the Act for any of the products of the Company.

7 [a] According to the records of the Company and information and explanations given to us, the Company is regular in depositing undisputed statutory dues including Provident fund, Employees’ state insurance, Income tax, Sales tax, Wealth tax and service tax, value added tax, cess and other applicable statutory dues with the appropriate authorities.

[b] According to the information and explanations given to us and records of the Company examined by us, there are no dues of income tax, sales tax, wealth tax, service tax, duty of excise, duty of customs, value added tax, and cess which have not been deposited on account of any dispute except as follows:

Nature of Dues Amount Period to which the amount (Rs. in lacs) relates (Financial Year)

Income Tax

126.80 2003 - 2004

59.33 2003 - 2004

218.70 2005 - 2006

242.64 2006 - 2007

72.82 2007 - 2008

7.86 2010 - 2011

Value Added Tax 123.57 April 2008 to Oct 2013

30.30 2013 - 2014

5.62 2014 - 2015

Nature of Dues Forum where the dispute is pending

Income Tax Income Tax Appellate Tribunal Income Tax Appellate Tribunal Commissioner of Income Tax Commissioner of Income Tax Commissioner of Income Tax Commissioner of Income Tax Value Added Tax Andhra Pradesh High Court Jaipur Appellate Tribunal Jaipur Appellate Tribunal

[c] The amount required to be transferred to Investor Education and Protection Fund has been transferred within the stipulated time in accordance with the provisions of the Companies Act, 1956 and the rules made thereunder.

8 The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date and in the immediately preceding financial year.

9 Based on the records examined by us and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the Balance Sheet date.

10 According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of clause 3(x) of the Order are not applicable to the Company.

11 In our opinion, and according to the information and explanations given to us, during the year, the term loans have been applied for the purposes for which they were obtained.

12 Except for 119 cases of frauds aggregating to Rs. 353.81 lacs which were noticed by the management and informed to us, we have neither come across any instances of frauds by or on the Company nor have we been informed by the Company of any such instances during the year.

For B. K. Khare and Co.

Chartered Accountants Firm Registration Number 105102W

Naresh Kumar Kataria

Partner

Membership No. 37825

Place : Mumbai

Date : 23rd April, 2015


Mar 31, 2015

We have audited the accompanying standalone financial statements of Tech Mahindra Limited (the Company), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the Act) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone financial statements.

Basis for Qualified Opinion

Attention is invited to the following matter in respect of the erstwhile Satyam Computer Services Limited (erstwhile Satyam), amalgamated with the Company with effect from April 1, 2011:

As stated in Note 26.3, the alleged advances to the erstwhile Satyam, amounting to Rs. 12,304 Million (net) relating to prior years has been presented separately under "Amounts pending investigation suspense account (net)" in the Balance Sheet. The details of these claims and the related developments are more fully described in the said Note.

Further, as stated in the said Note, the Company''s Management is of the view that the claim regarding repayment of the alleged advances not being legally tenable has been reinforced in view of the developments described in the said Note including based on legal opinion. However, pending the final outcome of the recovery suit filed by the 37 companies in the City Civil Court and the Enforcement Directorate matter under the Prevention of Money Laundering Act pending before the Honourable High Court, the Company, as a matter of prudence, at this point of time, is continuing to classify the amounts of the alleged advances as "Amounts pending investigation suspense account (net)", and the same would be appropriately dealt with / reclassified when the final outcome becomes clearer. Also, in the opinion of the Company''s Management, even if the principal amounts of such claims are held to be tenable and the Company is required to repay these amounts, such an eventuality should not have an adverse bearing on either the Company''s profits or its reserves in that period, since the Company has been legally advised that no damages / compensation / interest would be payable even in such an unlikely event.

In the absence of complete / required information, and since the matter is sub-judice, we are unable to comment on the accounting treatment / adjustments / disclosures relating to the aforesaid alleged advances amounting to Rs.12,304 Million (net) and the related claims for damages / compensation / interest, which may become necessary as a result of the ongoing legal proceedings and the consequential impact, if any, on these financial statements. However, in the eventuality of any payment upto Rs. 12,304 Million, against the aforesaid claims for the principal amounts of the alleged advances, there should be no impact on the profits / losses or reserves of the Company.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the matter described in the Basis for Qualified Opinion in paragraph above, the consequential effects, if any, of which are not quantifiable, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters:

a) Notes 26.1 and 26.2 - In respect of the financial irregularities in the erstwhile Satyam relating to prior years identified consequent to the letter dated January 7, 2009 of the then Chairman of erstwhile Satyam, various regulators/investigating agencies initiated their investigations and legal proceedings, which are ongoing.

The Company''s Management is of the view that the above investigations / proceedings would not result in any additional material provisions / write-offs / adjustments (other than those already provided for / written- off or disclosed) in the financial statements of the Company.

b) In respect of the non-compliances/breaches in the erstwhile Satyam relating to certain provisions of the Companies Act, 1956, certain employee stock option guidelines issued by the Securities Exchange Board of India and certain matters under the provisions of FEMA, observed in the prior years under its erstwhile management (prior to the appointment of Government nominated Board).

As per the Company''s Management, any adjustments, if required, in the financial statements of the Company would be made as and when the outcomes of the above matters are concluded.

c) Note 24.5 - Appeals against the order by the single judge of the Honourable High Court of Andhra Pradesh approving the Scheme of merger have been filed by 37 companies before the Division Bench of the Honorable High Court of Andhra Pradesh. No interim orders have been passed and the appeals are pending hearing.

d) As stated in Note 29.5.2.v, erstwhile Satyam was carrying a total amount of Rs. 4,989 Million (net of taxes paid) as at March 31, 2013 (that is, before giving effect to its amalgamation with the Company) towards provision for taxation, including for the prior years for which the assessments are under dispute. Subsequent to the amalgamation, duly considering the professional advice obtained in the matter, the Company''s Management has re-evaluated the effects of the possible outcomes of the tax matters in dispute relating to erstwhile Satyam and the estimated excess tax provision amounting to Rs. 2,266 Million determined based on such evaluation in respect of the prior years has been written back during the year ended March 31, 2014. The Company''s Management is of the view that the balance provision for taxation carried in the books with respect to the prior year disputes relating to erstwhile Satyam is adequate.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 (the Order) issued by the Central Government in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

(a) Except for the effects of the matter described in the Basis for Qualified Opinion in paragraph above, we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) Except for the effects of the matter described in the Basis for Qualified Opinion in paragraph above, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) Except for the effects of the matter described in the Basis for Qualified Opinion in paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

(f) On the basis of the written representations received from the Directors as on March 31, 2015 taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2015 from being appointed as a Director in terms of Section 164 (2) of the Act.

(g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 26, 27, 28, 29, 30 and 32 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT Re: TECH MAHINDRA LIMITED

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

(i) In respect of its fixed assets:

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

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

(ii) In our opinion and according to the information and explanations given to us, having regard to the nature of the Company''s business / activities during the year, clause (ii) of paragraph 3 of the Order is not applicable to the Company.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Act. Accordingly the provisions of sub clauses (a) and (b) of Clause (iii) of paragraph 3 of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of goods and services and during the course of our audit we have not observed any continuing failure to correct major weaknesses in such internal control system. There are no purchases of inventories during the year.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits. Therefore, the provisions of the clause (v) of paragraph 3 of the Order are not applicable to the Company.

(vi) According to the information and explanations given to us, the provisions of the clause (vi) of paragraph 3 of the Order are not applicable to the Company as the Company is not covered by the Companies (Cost Records and Audit) Rules, 2014.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2015, for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and Cess which have not been deposited as on March 31, 2015 on account of disputes are given below:

Rs. in Million

Name of Statute Nature of Forum where Dispute is Dues pending

The Income-tax Income-tax Income-tax Appellate Tribunal Act,1961



Name of Statute Period to which Amount the amount relates involved

The Income-tax Act,1961 Financial Year 151.69 2003-04

Name of Statute Nature of Forum where Dispute is Dues pending

The Income-tax Income-tax Income-tax Appellate Tribunal Act,1961

The Income-tax Income-tax Supreme Court Act,1961

The Income-tax Income-tax High Court Act,1961

The Income-tax Income-tax Income-tax Appellate Tribunal Act,1961

The Income-tax Income-tax Income-tax Appellate Tribunal Act,1961

The Income-tax Income-tax Income-tax Appellate Tribunal Act,1961

The Income-tax Income-tax Commissioner of Income-tax Act,1961 (Appeals)

The Income-tax Income-tax High Court Act,1961

The Income-tax Income-tax Commissioner of Income-tax Act,1961 (Appeals)

The Income-tax Income-tax Commissioner of Income-tax Act,1961 (Appeals)

The Income-tax Income-tax Commissioner of Income-tax Act,1961 (Appeals)

The Income-tax Income-tax Commissioner of Income-tax Act,1961 (Appeals)

The Income-tax Income-tax Dispute Resolution Panel Act,1961

The Income-tax Income-tax Commissioner of Income-tax Act,1961 (Appeals)

The Income-tax Income-tax Commissioner of Income-tax Act,1961 (Appeals)*

The Income-tax Income-tax Income-tax Appellate Tribunal Act,1961

Finance Act, 1994 Service Tax Commissioner of Central Excise

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal

Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal



Name of Statute Period to which Amount the amount relates involved

The Income-tax Act,1961 Financial Year 150.46 2004-05

The Income-tax Act,1961 Financial Year 39.55 2004- 05

The Income-tax Act,1961 Financial Year 2.83 2005- 06

The Income-tax Act,1961 Financial Year 1.57 2005- 06

The Income-tax Act,1961 Financial Year 16.63 2007-08

The Income-tax Act,1961 Financial Year 29.09 2007-08

The Income-tax Act,1961 Financial Year 1.43 2007- 08

The Income-tax Act,1961 Financial Years 5,967.31 2002- 03 to 2007-08 #

The Income-tax Act,1961 Financial Year 8.11 2001-02 #

The Income-tax Act,1961 Financial Year 55.32 2008- 09

The Income-tax Act,1961 Financial Year 670.98 2009- 10

The Income-tax Act,1961 Financial Year 24.80 2009- 10

The Income-tax Act,1961 Financial Year 515.77 2010- 11

The Income-tax Act,1961 Financial Year 18.12 2007- 08

The Income-tax Act,1961 Financial Year 88.88 2010-11

The Income-tax Act,1961 Financial Year 6.03 2006- 07

Finance Act, 1994 Financial Years 12.86 2003- 04 to 2006-07

Finance Act, 1994 Financial Years 86.60 2004- 05 to 2007-08

Finance Act, 1994 Financial Years 118.77 2004- 05 to 2008-09

Finance Act, 1994 Financial Years 46.43 2005- 06 to 2007-08

Finance Act, 1994 Financial Years 169.50 2008- 09 to 2010-11

Finance Act, 1994 Financial Years 179.78 2007- 08 to 2010-11

Finance Act, 1994 Financial Years 11,857.56 2008- 09 to 2013-14

Finance Act, 1994 Financial Year 11.73 2008-09

Finance Act, 1994 Financial Years 893.60 2012-13 to 2013-14

Name of Statute Nature of Forum where Dispute is Dues pending

Andhra Pradesh Value Added Sales Tax Appellate Tribunal VAT Act, 2005 Tax

Andhra Pradesh Sales Tax / High Court VAT Act, 2005/ Value Added Central Sales Tax Tax Act, 1956

Central Sales Tax Central Sales The Appellate Deputy Act, 1956 Tax Commissioner (Commercial Tax)

Delhi Value Added Value Added The Addl. Commissioner VAT Tax Act, 2004 Tax

Delhi Value Added Value Added The Addl. Commissioner VAT Tax Act, 2004 Tax

Delhi Value Added Value Added The Addl. Commissioner VAT Tax Act, 2004 Tax

The Maharashtra Value Added Joint Commissioner of Sales Tax Value Added Tax Tax (Appeal) Act, 2002

Central Sales Tax Central Sales Deputy Commissioner of Act, 1956 Tax (Gujarat) Commercial Tax (Appeal)

Himachal Pradesh Value Added Additional Excise and Taxation Value Added Tax Tax Commissioner Cum-Appellate Act, 2005 Authority

Maharashtra Tax Entry Tax - Deputy Commissioner (Appeal) on Entry of Goods Maharashtra Sales Tax in to Local Areas Ordinance, 2002

Wealth Tax Act, Wealth Tax Commissioner Wealth Tax 1957 (Appeal)

Revenue & Taxation Franchise Tax State Board of Equalization, Code, USA California

Revenue & Taxation Pennsylvania Commonwealth of Pennsylvania Code, USA state Income- Department of Revenue tax

Decree of the Tax on Regional Court of Emilia President of the purchase of Romagna, Italy Republic of Italy shares

The Karnataka Stamp Duty High Court Stamp Act 1957

The Customs Act, Custom Duty Customs Excise & Service Tax 1962 Appellate Tribunal

Chad Tax Withholding Deputy General Manager of Tax Administration Tax Authorities



Name of Statute Period to which Amount the amount relates involved

Andhra Pradesh VAT Act, 2005 Financial Year 6.78 2007-08

Andhra Pradesh VAT Act, 2005/ Central Sales Tax Act, 1956 Financial Years 155.65 2007- 08 to 2010-11

Central Sales Tax Act, 1956 Financial Year 37.29 2011-12

Delhi Value Added Tax Act, 2004 May 2012 2.81

Delhi Value Added Tax Act, 2004 Financial Year 0.19 2012- 13

Delhi Value Added Tax Act, 2004 Financial Year 2.29 2013- 14

The Maharashtra Value Added Tax Act, 2002 Financial Year 4.19 2008- 09

Central Sales Tax Act, 1956 Financial Years 5.60 2006-07 to 2008-09

Himachal Pradesh Value Added Tax Act, 2005 Financial Year 7.83 2013-14

Maharashtra Tax on Entry of Goods in to Local Areas Ordinance, 2002 Financial Years 41.71 2008-09 to 2011-12

Wealth Tax Act, 1957 Financial Years 19.24 2006-07 to 2008-09 @ and 2010-11

Revenue & Taxatior Code, USA January 2003 - 9.03 December 2005

Revenue & Taxation Code, USA Financial Years 4.64 1988 - 2005

Decree of the President of the Republic of Italy Financial Year 8.14 2008-09

The Karnataka Stamp Act 1957 Financial Year 1.08 2006-07

The Customs Act, 1962 Financial Year 1.19 1996-97

Chad Tax Administration Calendar year 2012 4.12

* The Company is in process of filing the appeal

@ The Company has paid Rs. 20 Million under protest after March 31, 2015

# The above excludes the Income-tax Draft Notices of Demand amounting to Rs. 7,952 Million and Rs. 9,637 Million for financial years 2001-02 and 2006-07 respectively, issued by the Additional Commissioner of Income-tax under Section 143(3) read with Section 147 of the Income-tax Act, 1961, against which the Company has filed its objections with the Dispute Resolution Panel, which is pending disposal.

(d) The Company has been generally regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder within time.

(viii) Except for the consequential effects, if any, of our comments in paragraph under ''Basis for Qualified Opinion'' section of the Independent Auditors'' Report which are not quantifiable, the Company has accumulated profits at the end of the financial year and the Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and debenture holders. According to the information and explanations given to us, there are no dues payable to financial institutions.

(x) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not, prima facie, prejudicial to the interests of the Company.

(xi) According to the information and explanations given to us, the Company did not avail any term loan during the year.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants

(Firm''s Registration No. 117366W/W-100018)

A. B. Jani

Place: Mumbai, India Partner

Date : May 26, 2015 (Membership No. 46488)


Mar 31, 2014

Report on the Financial Statements

1. We have audited the accompanying financial statements of Mahindra & Mahindra Financial Services Limited ["the Company"], which comprise the Balance Sheet as at 31 st March, 2014, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act"] read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by The Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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 31st March 2014;

[b] in the case of the Statement of Profit and Loss, 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.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report] Order, 2003, as amended by the Companies (Auditor''s Report] (Amendment] Order, 2004, issued by the Central Government of India in terms of sub-section [4A] of section 227 of the Act (the "Order"], and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. As required by section 227(3] of the Act, we report that:

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

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

c. the Balance Sheet, the Statement of Profit and Loss and Cash Flow dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report, comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e. On the basis of written representations received from the directors as on 31st March, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014, from being appointed as a director in terms of clause [g] of sub-section [1] of section 274 of the Companies Act, 1956.

1. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets. These assets were physically verified by the Management at reasonable intervals during the year and no material discrepancies were noticed on such verification.

b. None of the fixed assets have been revalued during the year.

c. Fixed assets disposed off during the year were not substantial and therefore do not affect going concern status of the Company.

2. Clause 4(ii] of the Companies (Auditor''s Report] Order 2003 is not applicable to the Company.

3. a. Based on the records examined by us and according to the information and explanations given to us, the Company has :

[i] not granted any loans to parties covered in the Register maintained under section 301 of the Companies Act, 1956.

[ii] not taken any loans from parties covered in the Register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us the Company is having an adequate internal control system commensurate with the size and the nature of its business, for the purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and sale of goods. On the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct any major weaknesses in the aforesaid internal control system.

5. According to the information and explanations given to us, there are no contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956.

6. In respect of deposits accepted, in our opinion and according to the information and explanations given to us, directives issued by the Reserve Bank of India and the provisions of sections 5SA, 5SAA or any other relevant provisions of the Act and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

7. In our opinion and according to the information and explanations provided to us, the Company has an internal audit system, which is commensurate with its size and the nature of its business.

8. On facts, the requirements of Para 4 [viii] requiring maintenance of cost records are not applicable in case of the Company.

9. a. According to the records of the Company and information and explanations given to us, the Company is regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Employees'' state insurance, Income tax, Sales tax, Wealth tax and Service tax, Cess and other applicable statutory dues with the appropriate authorities.

b. There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

c. According to the records of the Company and information and explanations given to us particulars of disputed dues in respect of income tax and service tax which have not been deposited on account of dispute are as under :

Nature of Amount Period to Forum where Dues (In lacs) which the dispute is amount pending relates (Financial Year)

Income Tax 105.75 2001-02 Commissioner of Income Tax [Appeals]

185.02 2002-03 Income Tax Appellate Tribunal

225.78 2003-04 Commissioner of Income Tax [Appeals]

218.7 2005-06 Income Tax Appellate Tribunal

Income Tax 242.64 2006-07 Income Tax Appellate Tribunal

72.82 2007-08 Commissioner of Income Tax [Appeals]

7.86 2010-11 Commissioner of Income Tax [Appeals]

Service Tax 88.41 2004-05 Asst. Commissioner of Service Tax

10. The Company does not have accumulated losses as at the end of the current year. The Company has not incurred cash losses in the financial year and in the immediately preceding financial year.

11. Based on the records examined by us and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the Balance Sheet date.

12. Based on the records examined by us and according to the information and explanations given to us, the Company has maintained adequate documents and records where it has granted loans and advances on the basis of security by way of pledge of shares, debentures, or other securities.

13. The provisions of any applicable statute to Chit Fund, Nidhi or Mutual Benefit Fund / Society are not applicable to the Company.

14. In our opinion, the Company has maintained proper records of transactions and contracts related to dealing in mutual fund investments during the year and timely entries have been made therein. Except for this, based on the records examined by us and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. Based on the records examined by us and according to the information and explanations given to us, during the year, term loans were applied for the purpose for which the loans were taken.

17. On the basis of overall examination of the financial statements and other financial information furnished, including the statement of structural liquidity prepared in accordance with Reserve Bank of India guidelines, we report that the company has not used short term funds for long term investments.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

19. On the basis of our examination of books of account and documents and according to the information and explanations given to us, appropriate securities have been created in respect of secured debentures issued by the Company.

20. The Company has not made any public issue of its shares during the year.

21. During the course of our examination of the books and records of the Company, carried out in accordance with generally accepted accounting practices and according to the information and explanations given to us, except for 77 cases of fraud aggregating to Rs. 560.32 lacs on the Company mainly in the nature of misappropriation of assets, we have neither come across any instances of fraud on or by the Company noticed or reported during the year, nor have we been informed of any such instances during the year.

For B. K. Khare & Co.

Chartered Accountants

Firm''s Registration Number : 105102W

Naresh Kumar Kataria

Place : Mumbai Partner

Dated : 23rd April, 2014 M.No. 37825


Mar 31, 2013

1. We have audited the accompanying financial statements of MAHINDRA & MAHINDRA FINANCIAL SERVICES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors'' Responsibility

3.1 Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

3.2 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

3.3 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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 31st March, 2013;

(b) in the case of the Statement of Profit and Loss, 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.

5. Report on Other Legal and Regulatory Requirements

5.1 As required by ''the Companies (Auditors'' Report) Order, 2003, as amended by the Companies (Auditors'' Report) (Amendment) Order, 2004'', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

5.2 As required by section 227(3) of the Act, we report that:

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

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

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on 31st March, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

1 (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets. These assets were physically verified by the Management during the year at reasonable intervals and no discrepancies were noticed on such verification.

(b) None of the fixed assets have been revalued during the year.

(c) Fixed assets disposed off during the year were not substantial and therefore do not affect going concern status of the Company.

2 Clause 4(ii) of the Companies (Auditors'' Report) Order 2003 is not applicable to the company.

3 (a) Based on the records examined by us and according to the information and explanations given to us, the Company has:

(i) Not granted any loans to parties covered in the Register maintained under section 301 of the Companies Act, 1956.

(ii) Not taken any loans from parties covered in the Register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and according to the information and explanations given to us the Company is having an adequate internal control system commensurate with the size and the nature of its business, for the purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and sale of goods. On the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct any major weaknesses in the aforesaid internal control system.

5 According to the information and explanations given to us, there are no contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956.

6 In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed there under, in respect of deposits accepted from public. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Commission or Reserve Bank of India or any court or any other tribunal on the Company in respect of the aforesaid deposits.

7 In our opinion and according to the information and explanations provided to us, the Company has an internal audit system, which is commensurate with its size and the nature of its business.

8 On facts, the requirements ofPara 4 (viii) requiring maintenance of cost records are not applicable in case of the Company.

9 (a) According to the records of the Company and information and explanations given to us, the Company is regular in depositing undisputed statutory dues including Provident fund, Investor education and protection fund, Employees'' state insurance, Income tax, Sales tax, Wealth tax and service tax, cess and other applicable statutory dues with the appropriate authorities.

(b) According to the records of the company and information and explanations given to us particulars of disputed dues in respect of income tax and service tax which have not been deposited on account of dispute are as under:

Nature of Amount Period to Forum where Dues (in Lacs) which the dispute is pending amount relates (Financial Year)

Income Tax 284.99 2002-03 Income Tax Appellate Tribunal

59.33 2003-04 Income Tax Appellate Tribunal

218.70 2005-06 Income Tax Appellate Tribunal

242.64 2006-07 Income Tax Appellate Tribunal

72.82 2007-08 Income Tax Appellate Tribunal

Service Tax 88.41 2004-05 Asst Commissioner Service Tax

10 The Company does not have accumulated losses as at the end of the current year. The Company has not incurred cash losses in such financial year and in the immediately preceding financial year.

11 Based on the records examined by us and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the Balance Sheet date.

12 Based on the records examined by us and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures, or other securities.

13 The provisions of any applicable statute to Chit Fund, Nidhi or Mutual Benefit Fund / Society are not applicable to the Company.

14 In our opinion, the company has maintained proper records of transactions and contracts related to dealing in mutual fund investments during the year and timely entries have been made therein. Except this, based on the records examined by us and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15 According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16 Based on the records examined by us and according to the information and explanations given to us, during the year, term loans were applied for the purpose for which the loans were taken.

17 On the basis of overall examination of the financial statements and other financial information furnished, including the statement of structural liquidity prepared in accordance with Reserve Bank of India guidelines, we report that the company has not used short term funds for long term investments.

18 The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

19 On the basis of our examination of books of account and documents and according to the information and explanations given to us, appropriate securities have been created in respect of secured debentures issued by the company.

20 The Company has not made any public issue of its shares during the year.

21 During the course of our examination of the books and records of the Company, carried out in accordance with generally accepted accounting practices and according to the information and explanations given to us, except for 28 cases of fraud aggregating to Rs. 450.18 Lacs on the Company mainly in the nature of misappropriation of assets, we have neither come across any instances of fraud on or by the Company noticed or reported during the year, nor have we been informed of any such instances during the year.

For B. K. Khare & Co.

Chartered Accountants

FRN: 105102W

Padmini Khare Kaicker

Place: Mumbai Partner

Date: 23rd April, 2013 M. No.44784


Mar 31, 2012

We have audited the attached Balance Sheet of M/s. MAHINDRA & MAHINDRA FINANCIAL SERVICES LIMITED, as at 31st March, 2012, Statement of Profit and Loss and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

As required by the Companies (Auditor's 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.

Further to our comments in the Annexure referred to 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 purpose of our audit;

(ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

(iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement 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 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the Companies Accounting Policies and the Notes thereto, 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 31st March, 2012, and

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

(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 our report of even date:

1 (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets. These assets were physically verified by the Management during the year at reasonable intervals and no discrepancies were noticed on such verification.

(b) None of the fixed assets have been revalued during the year.

(c) Fixed assets disposed off during the year were not substantial and therefore do not affect going concern status.

2 Clause 4(ii) of the Companies (Auditor's Report) Order 2003 is not applicable to the company.

3 (a) Based on the records examined by us and according to the information and explanations given to us, the Company has :

(i) Not granted any loans to parties covered in the Register maintained under section 301 of the Companies Act, 1956.

(ii) Not taken any loans from parties covered in the Register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. The management has initiated a programme to improve and rectify the internal control weaknesses noticed during the course of our audit.

5 (a) According to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the 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.

6 In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed there under, in respect of deposits accepted from public.

7 In our opinion and according to the information and explanations provided to us, the Company has an internal audit system, which is commensurate with its size and nature of its business.

8 On facts, the requirements of Para 4 (viii) requiring maintenance of cost records are not applicable in case of the Company.

9 (a) According to the records of the Company and information and explanations given to us, the Company is regular in depositing undisputed statutory dues including Provident fund, Investor education and protection fund, Employees' state insurance, Income tax, Sales tax, Wealth tax and Service tax, cess and other applicable statutory dues with the appropriate authorities.

(b) Following are the disputed tax dues that have not been deposited since the matters are pending before various forums:

Nature Amount Period to Forum where of Dues (Rs. in which the dispute is lacs) amount relates pending (Financial Year)

99.99 2002 - 2003 IT Appellate Tribunal 185.00 2002 - 2003 IT Appellate Tribunal

Income 8.93 2003 - 2004 IT Appellate Tax Tribunal 50.40 2003 - 2004 IT Appellate Tribunal

Service 88.41 2004 - 2005 Assistant tax Commissioner of Service Tax

10 The Company does not have accumulated losses as at the end of the current year. The Company has not incurred cash losses in such financial year and in the immediately preceding financial year.

11 Based on the records examined by us and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

12 Based on the records examined by us and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures, or other securities.

13 The company is not a Chit Funds, Nidhi or Mutual Benefit Fund / Society.

14 Based on the records examined by us and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15 According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16 Based on the records examined by us and according to the information and explanations given to us, during the year, term loans were applied for the purpose for which the loans were taken.

17 On the basis of overall examination of the financial statements and other financial information furnished, including the statement of structural liquidity prepared in accordance with Reserve Bank of India guidelines, we report that the Company has not used short term funds for long term investments.

18 The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

19 On the basis of our examination of books of account and documents and according to the information and explanations given to us, appropriate securities have been created in respect of secured debentures issued by the company.

20 The Company has not made any public issue of its shares during the year.

21 To the best of our knowledge and belief and according to the information and explanations given to us, no frauds by the Company were noticed or reported. In respect of frauds on the Company, the Company has obtained a fidelity guarantee insurance cover in respect of possible losses.

For B. K. KHARE AND CO

Chartered Accountants

Firm Registration No. 105102W

Padmini Khare Kaicker

Partner

Place : Mumbai Membership No. 44784

Dated : April 23, 2012


Mar 31, 2011

We have audited the attached balance sheet of m/s. mahindra & mahindra financial services limited, as at march 31, 2011 and also the profit and loss account and also the cash flow statement for the year ended on that date annexed thereto. these financial statements are the responsibility of the company's management. our responsibility is to express an opinion on these financial statements based on our audit.

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.

As required by the companies (auditor's 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.

further to our comments in the annexure referred to 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 purpose of our audit;

(ii) in our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

(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 statement 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, 2011, and taken on record by the board of directors, we report that none of the directors is disqualified as on march 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the companies act, 1956;

(vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the companies accounting policies and the notes thereto, 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 31st march, 2011; and

(b) in the case of the profit and loss account, of the profit for the year ended on that date;

(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 annexure to the auditor's report referred to in our report of even date:

1 (a) the company has maintained proper records

showing full particulars, including quantitative details and situation of the fixed assets. these assets were physically verified by the management during the year at reasonable intervals and no discrepancies were noticed on such verification.

(b) none of the fixed assets have been revalued during the year.

(c) fixed assets disposed off during the year were not substantial and therefore do not affect going concern status

2 clause 4(ii) of the companies (auditor's report) order 2003 is not applicable to the company.

3 (a) based on the records examined by us and

according to the information and explanations given to us, the company has :

(i) not granted any loans to parties covered in the register maintained under section 301 of the companies act, 1956.

(ii) not taken any loans from parties covered in the register maintained under section 301 of the companies act, 1956.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. the management has initiated a programme to improve and rectify the internal control weaknesses noticed during the course of our audit.

5 (a) according to the information and explanations

Given to us, the particulars of contracts or arrangements referred to in section 301 of the act have been entered in the register required to be maintained under that section.

(b) in our opinion, and according to the information and explanations given to us, the 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.

6 In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 58a, 58aa or any other relevant provisions of the companies act, 1956 and rules framed there under, in respect of deposits accepted from public.

7 In our opinion and according to the information and explanations provided to us, the company has an internal audit system, which is commensurate with its size and nature of its business.

8 on facts, the requirements of para 4 (viii) requiring maintenance of cost records are not applicable in case of the company.

9 (a) according to the records of the company and

Information and explanations given to us, the company is regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax and service tax, cess and other applicable statutory dues with the appropriate authorities.

(b) following are the disputed tax dues that have not been deposited since the matters are pending before various forums:

nature of amount period to which forum where dues (rs. in the amount dispute is lacs) relates (financial pending year)

99.99 2002 - 2003 it appellate tribunal

392.37 2002 - 2003 it appellate tribunal

212.98 2003 - 2004 it appellate tribunal

income 57.58 2003 - 2004 it appellate tax tribunal

197.26 2004 - 2005 it appellate

tribunal

175.69 2004 - 2005 cit (appeals)

458.85 2005 - 2006 cit (appeals)

445.80 2006 - 2007 cit (appeals)

service 88.41 2004 - 2005 assistant tax commissioner of

service ta x

10 The company does not have accumulated losses as at the end of the current year. the company has not incurred cash losses in such financial year and in the immediately preceding financial year.

11 Based on the records examined by us and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

12 Based on the records examined by us and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures, or other securities.

13 The company is not a chit funds, nidhi or mutual benefit fund/society.

14 Based on the records examined by us and according to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments.

15 according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16 Based on the records examined by us and according to the information and explanations given to us, during the year, term loans were applied for the purpose for which the loans were taken.

17 On the basis of overall examination of the financial statements and other financial information furnished, including the statement of structural liquidity prepared in accordance with reserve bank of india guidelines, we report that the company has not used short term funds for long term investments.

18 The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the act;

19 On the basis of our examination of books of account and documents and according to the information and explanations given to us, appropriate securities have been created in respect of secured debentures issued by the company.

20 The company has not made any public issue of its shares during the year.

21 To the best of our knowledge and belief and according to the information and explanations given to us, no frauds by the company were noticed or reported. in respect of frauds on the company, the company has obtained a fidelity guarantee insurance cover in respect of possible losses.

for B. K. Khare & co.

chartered accountants firm registration no. 105102w

padmini khare kaicker

place : mumbai partner dated : april 25, 2011 membership no. 44784


Mar 31, 2010

1. We have audited the attached Balance Sheet of Mahindra & Mahindra Limited as at 31st March, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

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

(c) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

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

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

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

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

5. On the basis of the written representations received from the Directors as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of Section 274(1) (g) of the Companies Act, 1956.

Annexure to the Auditors Report of Mahindra & Mahindra Limited for the year ended 31st March, 2010. (Referred to in paragraph (3) thereof)

i. In respect of its fixed assets:

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

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

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

ii. In respect of its inventory:

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

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

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

iii. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

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 are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

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

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

(b) Where each of such transaction is in excess of Rs.5 lakhs in respect of any party, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, the transactions have been mad© at prices which are prima facie 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 complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

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

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

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

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

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2010 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited as on 31st March, 2010 on account of disputes are given below:

Statute Nature of Forum where Dues Dispute is pending

Income-Tax Laws Income-Tax Appellate Authority - Tribunal Level

Appellate Authority - Commissioner (Appeals)

Sales Tax Laws Sales Tax High Court

Appellate Authority - Tribunal Level

Appellate Authority - Commissioner (Appeals)

Service Tax Laws Service Tax Appellate Authority - Tribunal Level

Appellate Authority - Commissioner

Excise Duty Laws Excise Duty Supreme Court

Appellate Authority - Tribunal Level Appellate Authority - Commissioner

Customs Duty Laws Customs Duty Appellate Authority - Tribunal Level



Statue Period to Amount which the amount involved relates (Rs. in crores)

Income-Tax Laws 2004-2007 8.12

1999-2008 5.99

Sales Tax Laws 1987-2008 181.87

1987-2007 0.39

1989-2010 24.71

Service Tax Laws 2007-2008 1.16

2002-2010 6.09

Excise Duty Laws 1991-1996 418.22

1987-2009 221.49

1994-2010 34.83

Customs Duty Laws 1992-2001 6.31

x. The Company does not have accumulated losses as at 31s March, 2010 and has not incurred cash losses during the financial year ended on that date 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 the repayment of dues to banks, financial institutions and debenture holders.

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

xiii. The provisions of any special statute as specified under the clause (xiii) of the said Order are not applicable to the Company.

xiv. In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of paragraph 4(xiv) of the Order are not applicable to the Company.

xv. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions, the terms and conditions, whereof, in our opinion are prejudicial to the interest of the Company.

xvi. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

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

xviii.The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956, during the year.

xix. According to the information and explanations given to us, the Company has created security in respect of the debentures issued in earlier years.

xx. The Company has not raised any money by public issue during the year.

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of significant fraud on or by the Company, noticed or reported during the year nor have we been informed of such case by the management.

For DELOITTE HASKINS & SELLS

Chartered Accountants (Registration N0.117364W)

B. P. Shroff

Partner (Membership No.34382)

MUMBAI, 29th May, 2010


Mar 31, 2000

We have audited the attached Balance Sheet of M/s. Mahindra and Mahindra Financial Services Limited as at 31st March, 2000 and the Profit and Loss Account for the year ended on that date annexed thereto and report that:

A. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988, issued by the Company Law Board, in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement of the matter specified in paras, 4 and 5 of the said Order on the basis of such checks of the books and records as were considered appropriate, and according to the information and explanations given to us in the course of the audit.

B. Further to our comments in the Annexure referred to in para A above, we report that:

(1) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

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

(3) The Balance Sheet and the Profit and Loss Account dealt with by this Report are in agreement with the books of account of the Company;

(4) In our opinion, the Balance Sheet and Profit and Loss Account comply in all material respects with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956; and

(5) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2000;

and

(b) in the case of the Profit and Loss Account of the profit of the Company for the year ended 31st March, 2000.

Annexure to the Auditors Report referred to in Paragraph A of our report of even date:

1. The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets other than those leased by the Company. While these assets were physically verified by the Management during the year and no discrepancies were noticed on such verification, in respect of assets given on lease, the Company has not verified such leased assets.

2. None of the fixed assets have been revalued during the year.

3. Clauses (iii), (iv), (v) and (vi) of the aforesaid order are not applicable to stocks on hire.

4. The Company has taken unsecured loans from companies listed in the Register maintained under Section 301 of the Companies Act, 1956, and from companies under the same management as defined under Section 370(1B) of the Companies Act, 1956. Based on the information and explanations given to us, in our opinion, the rate of interest and other terms and conditions on which these loans are taken are not prima facie prejudicial to the interest of the Company.

5. The Company has granted unsecured loans to companies under the same management as defined under Section 370(1B) of the Companies Act, 1956. Based on the information and explanations given to us, in our opinion, the rate of interest and other terms and conditions on which these loans are granted are not prima facie prejudicial to the interest of the Company. The Company has not granted unsecured loans to parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

6. The parties to whom the loans and advances in the nature of loans have been given are generally repaying the principal amounts as stipulated and are also generally regular in the payment of interest wherever applicable and in cases of default the Company has taken adequate steps for recovery of the same and or made adequate provision there against.

7. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures, commensurate with the size of the Company and nature of its business for the purchase of plant and machinery, equipment and other assets and for the sale of goods.

8. There are no transactions of purchase of goods and materials and sale of goods, materials and services made in pursuance of contracts or arrangements required to be entered in the Register maintained under Section 301 of the Companies Act, 1956.

9. In respect of deposits accepted from the public the Company has complied with the directives issued by the Reserve Bank of India

and the provisions of Section 58-A of the Companies Act, 1956 and the rules framed thereunder.

10. The Company has an internal audit system which is generally adequate and commensurate with its size and nature of its business. The Company intends taking further steps to make internal audit more effective by gearing it to the concurrent needs and nature of the business of the Company.

11. According to the records of the Company, the Provident Fund/ Employees State Insurance dues have generally been regularly deposited with the appropriate authorities.

12. According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty and Excise Duty as at 31st March, 2000 for a period of more than six months from the date they become payable.

13. No personal expenses have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted practice.

14. According to the information and explanations given to us, the Company is not a Sick Industrial Company within the meaning of Clause (o) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 (1 of 1986).

15. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures, or other securities.

16. The provisions of any special statute applicable to the Chit Funds, Nidhi or Mutual Benefit Society do not apply to the Company.

17. During the year the Company has not dealt in shares, debentures or other investments. The investments made by the Company have been held by the Company in its own name.

18. We are informed that the nature of business of the Company is such that Clauses (xii), (xiv) and (xvi) of para 4(A) of the aforesaid order are not applicable to the Company for the year under Report.

For B. K. Khare & Co. Chartered Accountants

Padmini B. Khare Partner

Mumbai, 28th April, 2000

 
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