1.  We have audited the attached Balance Sheet of Tata Coffee Limited
 (the Company) as at March 31, 2011 and also the related 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 mis-statement. 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,
 (hereinafter referred to as ‘the Order) as amended by the Companies
 (Auditors Report) Order, 2004 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:
 
 i. 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;
 
 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;
 
 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 financial statements together
 with the notes there on and attached thereto give the information
 required by the Companies Act, 1956, 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 March 31, 2011;
 
 b.  in the case of Profit and Loss Account, of the Profit for the year
 ended on that date;
 
 c.  in the case of Cash Flow Statement, of the cash flows for the year
 ended on that date;
 
 ANNEXURE TO THE AUDITORS REPORT OF TATA COFFEE LIMITED
 [Referred to in paragraph 3 of the Auditors report of even date to the
 Members of Tata Coffee Limited on the financial statements for the year
 ended March 31, 2011]
 
 i. (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and the situation of its
 fixed assets;
 
 (b) A major portion of fixed assets has been physically verified by the
 management during the year. In our opinion, the frequency of
 verification of the fixed assets by the management is reasonable having
 regard to the size of the Company and the nature of its assets.  The
 discrepancies noticed have been properly dealt with in the books of
 account;
 
 (c) The assets disposed off during the year are not significant and
 therefore do not affect the going concern assumption.
 
 ii. (a) The management has conducted physical verification of inventory
 at reasonable intervals.  In our opinion and according to the
 information and explanations given to us, the procedure for physical
 verification of inventory followed by the management are reasonable and
 adequate in relation to the size of the Company and the nature of its
 business;
 
 (b) In our opinion, the Company has maintained proper records of
 inventory. The discrepancies between the physical stocks and the book
 stocks were not material and have been properly dealt with in the books
 of account.
 
 iii. In our opinion and according to the information and explanations
 given to us, the Company has neither granted nor taken any loans,
 secured or unsecured to/from the companies, firms or other parties
 covered in the register maintained under Section 301 of the Companies
 Act, 1956.
 
 iv. In our opinion and according to the information and explanations
 provided to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business with regard to purchase of inventory and fixed assets and for
 sale of goods and services. During the course of our audit, no major
 weakness has been noticed in the internal control system.
 
 v. In our opinion, and according to the information and explanations
 given to us, there are no contracts and arrangements, the particulars
 of which need to be
 
 entered in the register maintained under Section 301 of the Companies
 Act, 1956.
 
 vi. The Company has not accepted any deposits from the public.
 
 vii. In our opinion, the Company has a system of internal audit, which
 is commensurate with the size and nature of its business.
 
 viii. We have broadly reviewed the books of accounts maintained by the
 Company pursuant to the rules made by the Central Government under
 Section 209(1) (d) of the Companies Act, 1956 for maintenance of Cost
 records in respect of Coffee, Coffee products and Tea and are of the
 opinion that, prima facie, the prescribed accounts and records have
 been made and maintained. We have not, however, made a detailed
 examination of the records with a view to determine whether they are
 accurate or complete.
 
 ix (a) As per the records of the company and information and
 explanations provided to us, the Company is generally regular in
 depositing with appropriate authorities undisputed amount of provident
 fund, investor education & protection fund, employees state insurance,
 income-tax, sales-tax, wealth-tax, service tax, custom duty,
 excise-duty, cess and other applicable statutory dues. No undisputed
 amount was outstanding as at 31st March 2011 for a period of more than
 six months from the date they became payable;
 
 (b) As at the Balance Sheet date, the following are the details of
 disputed Income Tax, Excise Duty, Customs Duty, Service Tax, Sales Tax
 and Cess that have not been deposited with the concerned authorities;
 
 Nature     Relevant      Disputed      Forum Where 
 of dues    Financial     amount        dispute is 
            Year          (In Lakhs)    pending
 
 Central    2000-01       13.82         Dy. Commissioner
 Income                                 of Income Tax,
 Tax                                    Bangalore
 
            2003-04        8.34         Karnataka High
                                        Court 
 
            2004-05        1.91         Karnataka High
                                        Court 
 
            2005-06       66.96         Commissioner
                                        of Income Tax 
                                        (Appeals) Bangalore
 
 x. The Company has neither accumulated losses at the end of the
 financial year nor incurred cash losses during the year and in the
 immediately preceding financial year.
 
 xi. Based on our audit procedures and the information and explanations
 given by the management, we are of the opinion that the Company has not
 defaulted in repayment of dues to any financial institution, bank or
 debenture holders.
 
 xii. Based on our examination and according to the information and
 explanations given to us, the Company has not granted loans and
 advances on the basis of security by way of pledge of shares,
 debentures and other securities.
 
 xiii. The Company is not a chit/nidhi/mutual benefit fund/ society.
 
 xiv. The Company is not dealing or trading in shares, securities,
 debentures and other investments.
 
 xv. On the basis of the information and explanations given to us the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions.
 
 xvi. During the year, the Company has taken the term loans. In our
 opinion and according to the information and explanation given to us
 the term loans have been applied for the purposes for which they were
 obtained.
 
 xvii. On the basis of our examination of the books of account and the
 information and explanation given to us, in our opinion, the funds
 raised by the Company on short-term basis have not been used for
 long-term investment.
 
 xviii. During the year, 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.
 
 xix. To the best of our knowledge and belief and according to the
 information and explanations given to us, for the debentures
 outstanding necessary security has been created as per the terms of the
 issue.
 
 xx. The management has disclosed the end use of money raised through
 partly convertible debentures in the note No. B2 of Schedule 13 to the
 financial statements.  The said details have been verified by us.
 
 xxi. To the best of our knowledge and according to the information and
 explanations given to us, having regard to the nature of the Companys
 business, no material fraud on or by the Company was noticed or
 reported during the year.
 
 
 
 For SNB ASSOCIATES                 For N.M. RAIJI & CO.
 Chartered Accountants              Chartered Accountants
 
 
 
 S. LAKSHMANAN                      J.M. GANDHI
 Partner                            Partner
 Membership No.: 20045              Membership No.: 37924
 (Firms Registration No.: 015682N) (Firms Registration No.: 108296W)
 
 
 Place : Mumbai 
 Date  : 13th May, 2011