1.  We have audited the attached Balance Sheet of TATA CHEMICALS
 LIMITED (the Company) as at 31st March, 2012, the Statement of Profit
 and Loss 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 Company''s 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 (Auditor''s 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 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 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 Balance Sheet, the Statement of Profit and Loss
 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, 2012;
 
 (ii) in the case of the Statement of Profit and Loss, 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, 2012 taken on record by the Board of
 Directors, none of the Directors is disqualified as on 31st March, 2012
 from being appointed as a director in terms of Section 274 (1) (g) of
 the Companies Act, 1956.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 (Referred to in paragraph 3 of our report of even date)
 
 (i) Having regard to the nature of the Company''s
 business/activities/result/transactions, etc., clauses (x), (xiii),
 (xiv), (xviii) and (xix) of paragraph 4 of CARO are not applicable.
 
 (ii) 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 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) 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.
 
 (iii) 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 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.
 
 (iv) The Company has neither granted nor taken any loan, secured or
 unsecured, to/from companies, firms or other parties listed in the
 Register maintained under Section 301 of the Companies Act, 1956.
 
 (v) 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.
 
 (vi) To the best of our knowledge and belief and according to the
 information and explanations given to us, there were no contracts or
 arrangements the particulars of which needed to be entered into the
 register maintained under Section 301 of the Companies Act, 1956.
 
 (vii) According to the information and explanations given to us, there
 are no deposits from the public in terms of Sections 58A and 58AA or
 any relevant provision of the Companies Act, 1956.
 
 (viii) In our opinion, the Company has an adequate internal audit
 system commensurate with the size and the nature of its business.
 
 (ix) We have broadly reviewed the cost records maintained by the
 Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
 or other relevant rules prescribed by the Central Government under
 Section 209(1)(d) of the Companies Act, 1956 and are of the opinion
 that prima facie the prescribed cost records have been maintained. We
 have, however, not made a detailed examination of the cost records with
 a view to determine whether they are accurate or complete.
 
 (x) 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, Custom 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, Custom Duty, Excise Duty, Cess and other material statutory
 dues in arrears as at 31st March, 2012 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,
 Custom Duty, Excise Duty and Cess which have not been deposited as on
 31st March, 2012 on account of disputes are given below:
 
 Statute      Nature of Dues  Forum where   Period to which  Amount
                              dispute is    the amount       involved
                              pending       relates         (Rs. in crores)
 
 Central 
 Sales        Sales Tax       High Court         1997-2001          7.48
 Tax Act,
 1956 and    (Central and 
              State)          Tribunal             1991-92, 
                                                 1999-2000,
 Sales Tax 
 Act of       and Value 
              Added                                2002-03,
                                                   2004-05
              various states  Tax              and 2007-08          1.00
 
              Appellate                            1991-92, 
                                                   1993-99          9.73
              authority upto                   and 2002-09
              Commissioner''s
              level
 
 Customs 
 Act, 1962    Custom Duty     Appellate 
                              authority            1987-88, 
                                                   1992-93          0.19
                              upto 
                              Commissi-
                              oner''s           and 2001-02
 
                              level
 
 Central 
 Excise       Excise Duty     Supreme 
                              Court               1974-1980 
                                                     and            0.31
 Act, 1944                                          1981-85
                              Tribunal              1985-88, 
                                                    1996-97
 
                                                and 2005-07         0.96
 
                              Appellate 
                              authority       1994-2000 and         2.75
                              upto 
                              Commissio-
                              ner''s                 2004-09
                              level
 
 Income Tax 
 Act, 1961     Income Tax     Appellate 
                              authority         2003-04 and 
                                                    2002-03        22.99
                              upto 
                              Commiss-
                              ioner''s
                              level
 
 Total                                                             45.41
 
 (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, the Company has not granted loans and
 advances on the basis of security by way of pledge of
 shares, debentures and other securities.  
 
 (xiii) In our opinion and according to the information and explanations
 given to us, the 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.
 
 (xiv) 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.  (xv) 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 investment.  (xvi)
 The Company has not raised any money by way of a public issue during
 the year.  (xvii) To the best of our knowledge and according to the
 information and explanations given to us, no fraud by or on the Company
 has been noticed or reported during the year.
 
 
                                           For DELOITTE HASKINS & SELLS
 
                                                  Chartered Accountants 
 
                                               (Registration No.117366W)
 
                                                           B. P. Shroff
 
                                                               (Partner)
 
 (Membership No. 34382)
 
 MUMBAI, 30th May, 2012