BSR&Co. LLP ‘carter Accountants 519 Ft, etn es, Telephon 1 24345 5300 ‘oui pe Fa ah es sa Independent Auditor’s Report To the Members of Tata Motors Insurance Broking and Advisory Services Limited ‘Report onthe Audit ofthe Financial tatem Opinion ‘We have audited the nancial statements of Tata Motors Insurance Broking and Advisory Services Limited (the "Company”), which comprise the balance sheet as at 31 March 2020, the satement of profit and loss iclaing other compeeensive income, satement of changes in equ and statement of fash flows for te year then ended, and notes to the financial statements, includ ng a summary of ‘he significant aecountng policies and eter explanatory information. In our opinion and 1 the best of ou infomation and according to the explanation given 1 us, the aforesaid financial ststements give the information required by the Companies Act, 2013 ("Act?) in the ‘manner so required and give ate and fir view in conformity ith the accounting principles generally accepted in Ind, of the sate of affairs ofthe Company ab a 31 March 2020 ane profit and other compeeheasveiacome, changes inequity and its cash lows forthe yea ended on that dt Basis for Opinion ‘We conducted our aut in accordance wih the Standards on Auditing (SAS) specified under section 1H3(1) of the Act. Our resposibilites under those SAS are futher described in the Audiors Responsibilities forthe Aut ofthe Finan Siatament section of ou repo. We we independent of the Company in acordance withthe Code of Ethie sued by the late of Chartered Accountants of India together with the ethical equtements tat ar relevant four audit ofthe fami statements under the provisions of the Act and the Rules theeunde, and we have flfiled our eter ethical responstilties in osordance wih thse requirements and the Code of Ethics. We beloe tha the ait tvidence we ave obtained is sufficient and appropri to provide a basis for or opinion, Emphasis of Matter [As described in Note 36 tothe financial statements, the extent to which the COVIDA9 pandemic wil impact the Company's financial performance is dependent on fue developments, which are highly raBSRaCo.UP Independent Auditor's Report (Continued) Tata Motors Insurance Broking and Advisory Services Limited Other Information ‘The Company's management and the Board of Directors ar responsible for the ater information. The ‘ther information comprises the information included in the Companys annual pot, but does not inclue the financial statements and our aut’ report thereon. The other informations expected to be rade salable to safer the date ofthis auditors report (Our opinion on the fnncial statements doesnot cover the other information and we donot expres any farm of esuranceconclsin thereon. In connection with our audit of the Financial statements, our responsibilty ig read the other information and, in doing S, consider whether the other information is matevally inconsistent withthe Financial statements or cur knowledge obtained in the auditor otherwise appears to be materially misstated Management's’ Responsi ty forthe Financial Statement ‘The Company's management andthe Board of Directors are responsible for the matters sated in section 1345) ofthe Act with respect othe preparation ofthese financial statements at pve a rue and {tir view ofthe state of als, pofivlss and cher comprehensive income, changes inequity an cash flows ofthe Company in accordance with the accountng principles generally aceptd in India, Including the Indian Accounting Standards (Ind AS) spciisd under section 133 of the Act. This responsibly slko includes maintenance of adequnte accounting records in ascardance with the Provisions of the Act for safeguarding of the assets of the Company and Tor preveating and fetctng frauds and ther ieee, selection and application of appropriate actountig polices ‘making jdgments and estimates that are resonable and prient: an design, implementition and Imaitenance of adoqute intra financial convols that were operating effitirly for ensing, ‘scowacy and complotones ofthe acounting reeouds, olvant othe peepration and presentation ofthe finan stetements that give a toc and far view and are fee fom material misatenent, whether due to fraud oer Im preparing the financial statements, Management and the Board of Decors are responsible for sessing the Company bility to contin sa going concern dicosing, as appiabi, raters related to poing concer and using the going cancer bis of accounting ules the Board ef Director eer ‘tends to guise the Company ot cease operations oe has no realistic lara bt © do 5. “The Board of Directors ls responsible fr overseeing the Company's nancial reporting process Auditors Responsibilities for the Audit ofthe Financial Statements (ur objectives are to obtain reasonable assurance about whether the financial sttemects sa whole are fee from material missatement, whathr due 10 Taud or eroe, and to isu an aioe’ report at includes our opinion. Reasonable assurance iss high level of assurance, but isnot a zuaranee that a audit conducted in scordance with SAs will always detect a material misstatement when it exist Missatements can arise from ffaud or eror and sre considered material if, indivualy or in the szgregat, they could reasonably be expected to inlsence the economic dcisions of ers taken on the bass ofthese nancial statements,BSRACO.UP Independent Auditor's Report (Continued) Tata Motors Insurance Broking and Advisory Services Limited Auditor's Responsibilities forthe Audit ofthe Finacial Statements (Continued) ‘As part of an audit in accordance with SAs, we exerise profesional judgment and mntain ‘profesional skein thoughout the audit. We ao 1+ defy and asses the risks of material misstatement ofthe financial statement, whether due to fraud or eror design and perform audit procedures responsive to thowe risks and obtain audit ‘evidence that is sulfiient and appropriate to provide bass for our opiion. The risk of ot ‘detecting a material misstatement esting fom fa is higher than for one resulting from ere, as fraud may involve collusion, forgery, intentional omissions, mistepresetations, othe overige of intercon ‘+ Obtain an understanding of itera contol relevant to the au inorder to design audit procedures ‘hat ae appropriate inthe circumstances. Under section 143(3Xi) ofthe Act, we at alo responsible for expeassing our pinion on whether the company has adqust intra finanial controls with ‘reference to nancial statement in place andthe operating effectiveness of such ecto. ‘+ Bvaluate the appropriateness of accounting policies used and the reasonableness of accountng cetimates and related disclosures made by Management ‘+ Conclude on the appropriateness of Management and the Board of Directors ase of the going ccneem bass of accounting and, based on the audit evidence obtained, whetber & materi ‘uoertany exits elated to evens or conditions tat may cat significant doubt cathe Company's tility to contin at going concer, IF we conlude that a metralunceraimy exists, we are fequired to draw tenon in our auditor's report to the related disclosures in the financial Statement cif such discasures ar inadequate to modify or opinion. Our eondusions are baked on the audit evidence cbained up to the dat of our auitr'srepat. However, future events of ‘condtions may cause the Company to cease to continue a5 aging concer. ‘+ Evaluate the overall presentation, structure and content of the Financial statements, including the disclosures, and whether the financial statements represent the undeing transactions and events in ‘manner tat achieves fi presentation, We communicate with those charged with govemmnce rgnding, among otbee mates, the planned scope and timing of the nit and signiiantnidt findings, incaing any significant dfiiencies im intemal control that we Wetty during our aude. We also provide those charged with governance wih a statement that we have complied wih relevant ethical requirements regarding independence, and to communist with them al relationships and other raters that may reasonably be thought to bear on our independence, and where spicabl, related Safegunds Report on Other Legal and Regulatory Requirements |. Asrquied bythe Companies (Auditors* Report) Order, 2016 (the “Order issued by the Cental Government intrms of section 13 (I) ofthe Ac, we give in the "Annexure A a Statement on ‘he mates specifi in paragraphs 3 and ofthe Orde, othe extent applicable 2. (A) As tequred by Section 143() of the Ac, we repr that 1) Werhave sought and obtained alte information and explanations which to the best ‘four knowledge and belief were necessary forthe purposes of our ait 1) In our opinion, proper books of sceount as required by law have Seen kept by the ‘Company so far 3s apear ron ou examiation of those booksBSRaC, up Independent Auditor’s Report (Continued) Tata Me jotors Insurance Broking and Advisory Services Limited [Report on Other Legal and Regulatory Requirements (Continued) ® © Mumbai 3 June 2020 ©) The balance sheet, statement of profit and loss (including othr comprehensive incom), the statement of changes in equity andthe statement of cash ows dealt ‘with by this Reportar in agreement withthe books of account 4) Inout opinion, the afressid financial statements comply with the nd AS specified tinder section 135 ofthe Act ©) Onthe bass ofthe writen representations received fom the dirctors as on 31 March 2020 taken on record by the Board of Directors, none ofthe dieters i disqualified ‘e003 Mare 2020 from being pointed a8 a dretor in tems of Section 1642) of the Act 1) cespest to the adequacy ofthe intemal financial conols with refuece to Financial ffatoments ofthe Company andthe operating effectiveness of such conto, refer to ‘ur separate Report ia "Annexure 8" ‘With respect to the other mater o be included inthe Auditor's Report ic secodance with Role IL ofthe Companies (Audit and Audiors) Rules, 2014, incu opinion and othe best, of our information and acording othe explanation given 1 us: {The Company has disclosed the impset of pending lgatios sat 31 March 2020 on ity Financial position in Hi faanil statements ~ Refer Note 28 t0 the Financia fi, The Company di not have any long-term contacts including derivative contacts for which her wer any material feresceable losses, fii There were no amounts which were rquied to be uansfered, to the Investor Beaton and Protection Fund by the Company. ‘With respect othe mater tobe included inthe Auie’s Report under section 19716) In out opinion and according to the information and explanations given 10 us, the remineration pai by the Comat 10 its decors daring the creat year sin accordance ‘withthe provisions of Sect 197 ofthe Act.The Ministry of Corpora: Ass has no prescribed aber dels under Section 197(16) wich are require o be commented upon by For SR& Co, LLP Charred Accountants Fens Registration No: 10-248W/W-100022 ¢ one Vaibhav Shab ‘Partner Membership No: 117377 UDIN:201S77ARAAR BT ESIesReco. UP Tata Motors Insurance Broking and Advisory Services Limited Annexure A to the Independent Auditor's Report of even date on the financial statements of Tata Motors Insurance Broking and Advisory Services Limited ‘The Annexure sefered tin the Independent Auditors Report tothe members of Tata Motors Insurance Broking and Advisory Services Limited (the "Company") onthe nancial statements fr the year ended 31 Mach 2020, we report that, © @__The Company has maintained proper records showing full parties, including quantitative detail and situation of fixed assets, (©) The Company has a program of physical verification ofits fixed asets by which all, fixed assets are verified once in three years. The ast verifieation was conducted uring the year ended 3t March 2020. in our opinion, this peicity of physical ‘verification is reasonable having regard othe sizeof the Company andthe nature of is assets. No materiel discrepancies were noticed on such veifcticn (©) According the information and explanations given to us and on the bass of our examination of the records of the Company, the Company has no immovable property. Accordingly, clause 3) ofthe Order isnot applicable tothe Company The Companys business doesnot involve holding of ay inventories. Thus, clause 3) of the (Orders not applicable tothe Company. Gi, According wo the infomation and explanation given to us, the Company has not granted a Jans, secured or unsecured t companies, firms, Limited Liability Parneshis or ater patics covered inthe register maintained under Setion [89 ofthe Act. Ascordingy, ause 3) of the Orders not applicable othe Company. (6) According to the information and explanation given tows. The Company hi neither grant ‘ny loans to any director o ay person in whom distor intrested nor mae investment in ny company’s specified inthe provisions of Sections 185 and 186 ofthe Act. Accordiaay, Clause Hv) ofthe Order sno applicable (8) According tothe information and explanation given tous, the Company has not sceepted any sponte fom the public. Accordingly, clause Xv) of the Onder is act applicable to the Company (3) The Cenzal Government hus not prescibed the maintenance of cost recor under Setion (I) ofthe Act, for any services rendered by the Company. Accordingly elwse (i) ofthe Orders not applicable othe Company, (i) (@ According to she information and explanations given to us and on the basis of our ‘examination ofthe records of te Company, amounts deducted acerud inthe books of Sccount in rexpect of undisputed statutory dacs including provident fund, employees State insurance come tax, goods and service ta, cess and eter material Statutory des have been regularly deposited during the year by the Company with the appropriate authorities. AS explained to us, the Company di pot fave any dues on secount of day of eastoms duty of excise, sles ax and value added, ‘According to the information and explanations given to us, no unsputed amounts payable in respect of provident fn, employes sate insurance, income tax, goods and Service tax, ee and oer material statutory es were in meas as 33 March 2020 {ora period of more than six months fom he dete they became payableBSRECo.UP ‘Tata Motors Insurance Broking and Advisory Services Limited Annexure A to the Independent Auditor's Report of even date on the financial statements of Tata Motors Insurance Broking and Advisory Services Limited (Continued) (©) According othe information and explanations given to us, the following amounts of service tax dues have not been deposited bythe Company on acount of disputes: TheFinaee Act Seve Tax 245500 uy 2008 © cesar (vit) in oe opinion and according othe information and explanations given tow, he Company did not have ay dues any asnca isttion, bank, goverment or debenture holders during the year. Accordingly, clause 3) ofthe Orders nat applicable tothe Company (Gx) According tothe information and explanations given tous the Company didnot raise monies ty way of iil public offer or futher public offer (including deb intumen) and tenn loans during the year. Accordingly clause) ofthe Order i not applicable tothe Company (8) During the course of ur examination ofthe hooks and record of the Company, sre out in accordance with the generally accepted auditing pretces in India, and ecordng to the information and explanations given tous, no material fraud bythe Company oron the Company byits officers or employees hasbeen noticed or reported during the yar (68) According tothe information and explanations give to ws and based on ou examination of the books and records of the Company, the Company has pod / providec for mantgcil remuneration ia acowdance with the requisite approvals mandated by te provision of Sesion 197 read with Schedule V tothe Act. (ci) tn our opinion and according to the information and explanations given tou the Company is nota Nidhi company. Accordingly clause ai ofthe Order is nat applicable othe Company. (ii) According to the information and explanations given t us and based on our ciamination of the records of the Company, transactions withthe related parties are in compliance with the Sections 177 and 188 of the Act where applicable and details have been disclosed in the Finacial statements a required by the applicable accounting standards (iv) According to the information and explanations given to us and based oa our examination ofthe records of the Company, the Company has not made any preferential alltment or private Placement of shares o fully or partly convertible detentres during the ptiod under aut ‘Accordingly clause iv ofthe Order isnot applicable (0s) According tthe information and explanations given to ws and based on our examination of he records ofthe Company, the Compary has not entered int any non-ash ransactons with irectors of persons connected with hin, Accordingly, clause 3G) of fhe Order is not pliable,BSRECo. UP Tata Motors Insurance Broking and Advisory Services Limited Annexure A to the Independent Auditor's Report of even date on the financial statements of Tata Motors Insurance Broking and Advisory Services Limited (Continued) (evi) The Company is ot required to get registered under 45-1A of the Reserve Bank of India Act, 1934, Accordingly, clause 3s) ofthe Orde is nt appliabe to the Compan For RS R& Co. LLP Charred Accountants Fis Regisuation No: 101248 /W-100022 GE ‘Vaibhav Shah Mumba Parmer 3 June 2020 Membership No: 117377 UDIN: 20177377 ARPBBT 242.BSRaCo.UP Tata Motors Insurance Broking and Advisory Services Limited Annexure B to the Independent Auditor's report on the financial statements of Tata Motors Insurance Broking and Advisory Services Limited for the period ended 31 March 2020 Report on the internal financial control under ‘Companies Aet,2013(the Act") se () of Subsection 3 of Seeton 143 ofthe (Referred to in paragraph WAXeI) under ‘Report on Other Legal ant. Regulatory Requirements section of ovr report af even dat) Opinion We have audited the intemal financial contol with erence 1 Financial statements of Tata Motors Insurance. Broking. and. Advisory Services Limitod (the "Company") as of 31 March 2020 ia ‘onjneton with our adit ofthe financial statements ofthe Company forthe yearend on that dats 1m our opision, the Company has, in all material sespects, adequate iatral anil controls wih refeenca to financial statements and sch internal finanial conto were operating eectively as t 31 March 2020, based on the itera financial controls with reference te foancalsbtements criteria established by the Company considering the essential components of intemal contol stated in the Guidance Note on Audit ofInermal Fini Conls Over Financial Reporting sue by the Insite of Chanered Accountants of India (the "Guidance Not") “Managements Responsibility fr Internal Financial Controls ‘The Company's management and the Board of Dirstrs are responsible for establishing. and maintaining interna fnancal contol based on the internal financial contel with reference to Financial Statement criteria established bythe Company considering the essential components of iternal cot Stated inthe Guidance Note. These esponsiilie include the design plementation and maintenance ‘of adequate internal financial controls that were operating effectively for ensurag the orderly and efficient conduct ofits business, incling adherence tothe Company’ policies, te seepuarding of ts ‘asst, the prevention and daacion of frauds and ecrors, the eciracy and completeness of the accountng feeords, and the timely preparation of reliable Financial information, as raed unde the Companies Act, 2013 (he "Aet), Auditors Respons ity (Our responsible is to exqress an opinion onthe Company’ intemal financial contol with reference {to financial statements based on cur audit. We condacted cura in accordance wth the Guidance [Note andthe Standards on Auditing, prescribed under section 143(10) of the Ad, to the extent applicable 10 an audit of internal financial conols with reternce t Raancial stamens. Those ‘Standard and the Guidance Note require that we comply with cial requrenens and plan and perform the suit oobi reasonable asurance aboot whether adequate intemal final onto with {eference to financial statoments were exablihed and maintained aod whether such convls operated efetvelyin ll material respects (Our aut involves performing procadures to obtin aut evidene about the adequacy ofthe internal financial contol wth reference to financial satements and tee operating effectiveness. Our audit of ‘intemal financial controls with reference to financial statements included obtaining an understanding of fnterml fnanial control assessing the isk that a material weakness exists, and testing ad evaluating ‘he design and operating effectiveness of internal contol based on the asses risk.BSR&Co.UP Tata Motors Insurance Broking and Advisory Services Limited Annexure B to the Independent Auditor’s report on the financial statements of Tata Motors Insurance Broking and Advisory Services Limited for the period ended 31 Mareh 2020 (Continued) ‘Auditor's Responsibility (Continued) ‘The procedures slated depend on the auditor’ judgment, including the assesmert of the risks of smatrial misstatement of the financial statements, whether de io faud ot evo We belive thatthe suit evidence we have obisined i sulicient and appropriate to provide a basis for ‘ur aul opinion onthe Company's incernal financial controls with reference faatcal statements, cil Statements ‘Meaning of Internal Financial controls with Reference t Fis {A company’s intemal financial controls wih ference to financial statement a prcess designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial statements for external purposes in accordance with generally accspted accomnting principles. ‘A company internal financial contol with reference t nancial statement icles those polices and procediresthat (1) pertain the mainenance of records that, n reasonable detail acerately and faicly Feflect the ansstions and dispositions ofthe assets ofthe company; (2) provide reasonable assurance that transactions are reoxded se noessary to perm preparation of financial salements in accordance with generally accepted accounting principles, and tat eceigs and expenditures ofthe company ae beng made ony in accordance with authorizations of management and directors ofthe company’ and G) provide reasonable assurance regarding prevention or timely detection of unauthorized sequsion, seo disposition ofthe company's asses that could havea material effet onthe facial Statements Inherent Limitations of Internal Financial control with Reference to Financial Sttesents Because ofthe inherent limitations of internal Foancalconuols wih reference to fancalstatements, including the possibilty of collision or improper management overide of eontols, material missiatements de to enor or aud may oecur and not be deleted. Aso, projections of any evaluation ‘ofthe internal nancial eontols with reference to nancial stements to ute periods are subject to the risk tha de internal financial contol with reference to financial statement beome inadequate because of changes in condition, o thatthe degree of compliance with the policies ox procedures may sete, For BSR& Co, LLP Chartered Accounts Finns Registration No 10148W/W-100022 Cider Vaibhav Shab Mumbai Partner 3 June 2020 Membesip No: 117377 UDIN:20117277ARANE THE“os Mtr aaa ring and avy Sr nd ooumtints hon curet ate (a sey tnt oom! 2 ssasor soars (0 Rootes : bar ‘ sae Save, (Serco ste * saat cormose waste sian sora ata mien lecury ano insane eat 1) ent oor ce “ someon 000000 1 obereany Beret sarossont Este Soreness ® Fmreaentese oaeovesonae onsoarrisee on oeser diveorots omin pt of Ft ttn or or ended 31 Mare 209, {ia toe urn Sin Airy See ined (TEAS he Congay =n. ‘este eas Soved mc x ac fa orgy mpeg ay sd ‘imprior A, ss once nr and peso a urea, a Tasty atta aes os bat Preprtn [hs frac stteacs have ten repre acon wth nan acu Sanct (red 15 ere hr ot onan on bn be og ct ne ar ‘the nmunae arate rd prone Comes A 3 Cree cert see, eA we ces se Sen 1 of A ad won Coen ooh ‘he pater of tail ctantsm anaty wih nda Accning Sie gis ‘tononartso entrain pms ans tgp hl es eer arnt ot (Eos alte, runt ae sine an deseo cringe insert ‘Sera esr we i Popton he Tans atsoere we Pe ad ‘Suen ee snl ere ae alates gc ‘Sepesin ne prot cece ov nse nfl se we aces ints an udhng srt oor on ern ati. vs ezting SES Sts psn wie be cons et td tape “Eiueortt he cary amounts of aot anaabties wi he net arc ear eect Senromibeline sw sake neusiendimadtenees: ns Pomme oot ‘ign awe poe ie et es whey fet nba eran Heme Sac aad esc weiner fas ar Rast cash anpno poymat Tec foes. tom Spenser ‘SivieasteConguy be segs tne on sal eran 1 Proper Pant and Equine angle asses nding astounds deveboment ce, lr wet wd a nee acm smctesnae ernest itn nme ty mnt Fao aad Inna eee pcre we mens lot le cade sez nd nner Iman ase un dope “apts n soar oper sige cape emer Hebe ut ne ‘Sedans wre in sre entrusted se