Cadbury India

1.  We have audited the attached Balance Sheet of Cadbury India
 Limited, as at December 31, 2008 and also the Profit and Loss Account
 and the Cash Flow statement for the year ended on that date, annexed
 thereto.  These financial statements are the responsibility of the
 Companys management. Our responsibility is to express an opinion on
 these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003, issued
 by the Central Government of India in terms of sub-section (4A) of
 section 227 of the Companies Act, 1956, we enclose in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order.
 
 4.  Further to our comments in the Annexure referred to above, 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 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 appears from our examination of
 those books.
 
 (c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account.
 
 (d) 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.
 
 (e) On the basis of written representations received from the Directors
 and taken on record by the Board of Directors, we report that none of
 the directors are disqualified as on December 31, 2008 from being
 appointed as a director in terms of clause (g) of sub-section (1) of
 Section 274 of the Companies Act, 1956.
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the 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 December 31, 2008;
 
 (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 for the
 year ended on that date.
 
 Annexure to the Auditors Report
 
 (Referred to in paragraph 3 of our report of even date)
 
 1.  The nature of the Companys business / activities for the year are
 such that the requirements of items (iii), (vi), (x), (xii), (xiii),
 (xiv), (xv), (xvi), (xviii), (xix) and (xx) of paragraph 4 of the Order
 are not applicable to the Company.
 
 2.  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) Some of the fixed assets were physically verified during the year
 by the management in accordance with a program 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.
 
 3.  In respect of its inventories:
 
 (a) As explained to us, inventories were physically verified during the
 year by the management at reasonable intervals.
 
 (b) In our opinion and according to the information and explanations
 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.
 
 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. We have not observed any continuing failure to correct major
 weaknesses in the internal control system.
 
 5.  In respect of contracts and 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 best of the
 information and explanations given to us the particulars of contracts
 or arrangements that needed to be entered into the register have been
 so entered.
 
 6.  In our opinion, the Company has an adequate internal audit system
 commensurate with the size of the Company and the nature of its
 business.
 
 7.  We have broadly reviewed the books of account and records
 maintained by the Company in respect of malted foods, pursuant to the
 order made by the Central Government for the maintenance of cost
 records under Section 209(1 )(d) of the Companies Act, 1956 and are of
 the opinion that, prima facie, the prescribed accounts and records have
 been made and maintained. We have, however, not made a detailed
 examination of the records with a view to determining whether they are
 accurate or complete. To the best of our knowledge and according to the
 information and explanations given to us, the Central Government has
 not prescribed the maintenance of cost records for any other product of
 the Company.
 
 8.  Statutory and other dues:
 
 According to the information and explanations given to us, the Company
 has generally been regular in depositing undisputed statutory dues,
 including Provident Fund, Investor Education and Protection Fund,
 Employees State Insurance, Income-tax, Service Tax, Sales-tax, Wealth
 Tax, Custom Duty, Excise Duty, cess and any other material statutory
 dues with the appropriate authorities during the year.
 
 According to the information and explanations given to us, details of
 disputed demands which have not been deposited as on December 31,2008
 on account of disputes are set out hereunder:
 
 
 Statute                Forum                          Amount      Year
                                                      (In Lacs)
 
 Entry Tax    Principal Secretary- Commissioner tax     13       Various
 Excise Duty  Appellate Tribunal                        27       Various
              Asst Commissioner                      1,425       Various
              CESTAT                                   165       Various
              Commissioner Appeals                     239       Various
              Deputy Commissioner                      103       Various
              Joint Commissioner                         0       Various
              Supreme Court                             14       Various
 
 Service Tax  Commissioner Indore                      181       Various
              Deputy Commissioner                        2       Various
              Joint Commissioner                         6       Various 
              CESTAT                                   244       Various
 Income Tax   Commissioner of IT Appeals               634       Various
              Income Tax Appellate Tribunal            571       Various
 
 Sales Tax    Additional Commissioner                1,912       Various
              Appellate Tribunal                        37       2000-01
              Commissioner Appeals                     261       Various
              Commissioner of sales tax                 41       Various
              Deputy Commissioner                      287       Various
              High Court                               131       Various
              Joint Commissioner                        83       Various
              Sales tax appellate tribunal             243       Various
              Trade tax Tribunal                         4       2001-02
              Tribunal of Commercial Taxes              35       Various
 Miscellaneou High Court                                35       2006-07
              Labour Court                              12       Various
              Sub Division Magistrate Gohad             79       1989-90
 
 
 9.  Based on our audit procedures and on the information and
 explanations given to us, we are of the opinion that the Company has
 not defaulted in the repayment of dues to financial institutions /
 banks.
 
 10.  According to the cash flow statement and other records examined by
 us and the information and explanations given to us, on an overall
 basis, funds raised on short-term basis have, prima facie, not been
 used during the year for long-term investment.
 
 11.  To the best of our knowledge and belief and according to the
 information and explanations given to us, no material fraud on or by
 the Company was noticed or reported during the year.
 
 For Deloitte Haskins & Sells,
 Chartered Accountants
 
 P.B. Pardiwalla
 Partner
 Membership number: 40005
 Place: Mumbai Date: March 2, 2009