1.  We have audited the attached Balance Sheet of TATA CHEMICALS
 LIMITED (the Company) as at 31st March, 2011, 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 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 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, 2011;
 
 (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, 2011 taken on record by the Board of
 Directors, none of the Directors is disqualified as on 31st March, 2011
 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 Companys
 business/activities/result/transactions, etc., clauses (x), (xii),
 (xiii), (xiv) 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 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 certain products manufactured by the Company
 viz., Cement, Caustic Chlorine, Soda Ash, Ammonia, Urea, Diammonium
 Phosphate, Nitrogen Phosphorous Potash, Single Super Phosphate,
 Sulphuric Acid and Sodium Tripolyphosphate 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.
 
 (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, 2011 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, 2011 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, 1994-97,
 Sales Tax 
 Act of       and Value Added                  1999-2000 and
 various 
 states       Tax                              2001-03            9.69
 
                                Appellate      1995-99 and        5.91
                                authority upto 2001-2008
                                Commissioners
                                level
 
 Customs 
 Act, 1962    Customs Duty      Supreme Court   1991-92           3.96
                                Tribunal        2001-04           0.96
 
                                Appellate 
                                authority       1987-88, 1992-93  0.19
                                upto Commissi
                                -oners and     2001-02
                                level
 
 Central 
 Excise       Excise Duty       Supreme Court   1974-1980 and     0.31
 Act, 1944                                      1981-85
 
                                Tribunal        1985-88, 1994-97  0.89
 
                                Appellate 
                                authority       1994-2000 and    66.90
                                upto 
                                Commissioners  2004-09
                                level
 
 Income Tax 
 Act, 1961    Income Tax        Appellate 
                                authority       2001-02, 2002-03,125.58
                                upto 
                                Commissioners  2003-04, 2004-05,
                                level           2005-06, 2007-08
 
 Total                                                           221.87
 
 (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 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.
 
 (xiii) 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.
 
 (xiv) 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.
 
 (xv) According to the information and explanations given to us, the
 Company has made preferential allotment of shares to one of the
 Companies covered in the Register maintained under Section 301 of the
 Companies Act, 1956 at a price which is prima facie not prejudicial to
 the interests of the Company.
 
 (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)
 
                                                         Nalin M. Shah
 
                                                              (Partner)
 
                                                 (Membership No. 15860)
 
 MUMBAI, 23rd May, 2011