Tata Tea

1.  We have audited the attached Balance Sheet of Tata Tea Limited, as
 at 31st March, 2009 and the related Profit & Loss Account and Cash Flow
 Statement for the year ended on that date annexed thereto, which we
 have signed under reference to this report. These financial statements
 are the responsibility of the management of the company. 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 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, as
 amended by the Companies (Auditors Report) (Amendment) Order, 2004,
 issued by the Central Government of India in terms of sub-section (4A)
 of Section 227 of The Companies Act, 1956 of India (the Act) and on
 the basis of such checks of the books and records of the company as we
 considered appropriate and according to the information and
 explanations given to us, we give in the attached 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 and Profit and Loss Account and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account- id) In our opinion, the Balance Sheet, Profit and Loss Account
 and Cash Flow Statement dealt with by this report comply with the
 applicable accounting standards referred to in Section 211 (3C) ofThe
 Act; •
 
 (e) On the basis of written representations received from the
 directors, and taken on record by the Board of Directors of the
 company, we report that none of the directors is disqualified as on
 31st March, 2009 from being appointed as a director in terms of clause
 (g) of sub-section (1) of Section 274 of the Act;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts together with the notes
 thereon and attached thereto give in the prescribed manner the
 information required by the Act 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, 2009
 
 (ii) in the case of the Profit and Loss Account, of the profit 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 Auditors Report
 
 [Referred to in paragraph 3 of the Auditors Report of even date to the
 members of Tata Tea Limited on the financial statements for the year
 ended 31st March, 2009].
 
 1.  (a) The company has maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets.
 
 (b) The fixed assets are physically verified by the management in a
 phased manner, over a period of three years. In respect of assets
 physically verified, the details have been compared with the book
 records and discrepancies noticed thereof were not material and have
 been properly dealt with in the books of account.
 
 (c) In our opinion and according to the information and explanations
 given to us, the company has not disposed off a substantial part of
 fixed assets during the year.
 
 2.  (a) Physical verification of inventory has been conducted by the
 management at reasonable intervals, except in respect of stocks lying
 with third parties for which certificates have been obtained.
 
 (b) The procedures of 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.
 
 (c) On the basis of our examination of the inventory records, the
 Company is maintaining proper records of inventory.The discrepancies
 noticed on physical verification of inventory as compared to book
 records were not material and have been properly dealt with in the
 books of account.
 
 3.  (a) The company has not granted loans, secured or unsecured,to
 companies,firms or other parties covered in the Register maintained
 under Section 301 of the Companies Act, 1956.
 
 (b) The company has not taken any loans, secured or unsecured, from
 companies, firms or other parties covered in the Register maintained
 under Section 301 of the Companies Act, 1956.
 
 4.  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.
 Further, on the basis of our examination of the books and records of
 the company,and according to the information and explanations given to
 us, we have neither come across nor have been informed of any
 continuing failure to correct major weaknesses in the aforesaid
 internal control system.
 
 5.  (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in Section 301 of the Act have been entered in the register
 required to be maintained under that section.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements and exceeding the value of Rupees Five Lakhs in respect of
 any party during the year have been made at prices which are reasonable
 having regard to the prevailing market prices at the relevant time.
 
 6.  The company has complied with the provisions of Sections 58A and
 58AA or any other relevant provisions of the Act and the Companies
 (Acceptance of Deposits) Rules, 1975 with regard to the deposits
 accepted from the public. According to the information and explanations
 given to us, no Order has been passed by the
 
 Company Law Board or National Company Law Tribunal or Reserve Bank of
 India or any Court or any other Tribunal on the company in respect of
 the aforesaid deposits.
 
 7.  The company has an internal audit system commensurate with its size
 and nature of its business.
 
 8.  We have broadly reviewed the books of account maintained by the
 company in respect of products where, pursuant to the Rules made by the
 Central Government of India, the maintenance of cost records has been
 prescribed under clause (d) of sub-section (1) of Section 209 of the
 Act 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.
 
 9.  (a) According to the information and explanations given to us and
 the records of the company examined by us, in our opinion, the company
 is generally regular in depositing the undisputed statutory dues
 including provident fund, investor education and protection fund,
 employees state insurance, income tax, sales tax, wealth tax, service
 tax, customs duty, excise duty, cess and other material statutory dues
 as applicable with the appropriate authorities.There are no outstanding
 dues in respect of the above items, which are more than six months as
 at the balance sheet date.
 
 (b) According to the information and explanations given to us and the
 records of the company examined by us, the particulars of dues of
 income tax, sales tax and cess as at 31st March, 2009 which have not
 been deposited on account of a dispute are mentioned in Annexure A.
 
 Statement of Disputed Dues as on 31.03.2009
 
 Name of the statute                 Nature of           Amoun
                                     dues               (Rs.in Lakhs]
 
 Income-tax Act ,1961                Income Tax           18.62
                                     Income Tax          205.90
 Income Tax                                              233.44
 Assam Agricutural                   Income Tax           33.41
 Income Tax Act, 1939
 West Bengal Sales Tax               Sales Tax             1.76
 Act, 1994
 Kerala General Sales Tax            Sales Tax            12.00
 Act, 1963
                                                          29.48
                                                           2.76
 Central Sales Tax Act, 1956         Sales Tax            12.14
                                                           7.79
 Karnataka Sales Tax                 Sales Tax           441.00
 Act,1957
 Karnataka Sales Tax                 Sales Tax           128.00
 Act,1957
 Tamilnadu General Sales             Sales Tax            52.66
 Tax Act, 1959
 Tamilnadu Panchayat Act,            Cess on               4.97
 1994                                Land
                                     Revenue
 
 Annexure - A
 
 Period to which           Forum where the dispute is pending
 the amount relates_
 
 2000-01                   Income Tax Appellate Tribunal, Mumbai
 2004-05                   Commissioner of Income Tax (Appeals), Kochi
 2005-06                   Commissioner of Income Tax (Appeals), Kolkata
 1998-99,1999-00,          Assistant Appellate Commissioner, Guwahati
 2000-01
 1998-99 & 2000-01         West Bengal Commercial Taxes Appellate &
                           Revisional Board.
 1998-99                   Sales Tax Tribunal, Kerala
 1996-97 to 2000-01        Deputy Commissioner (Appeals) of
                           Commercial Taxes, Kerala
 1994-95 to 1996-97        A,ssisstant Commissioner (Appeals) of
                           Commercial Taxes, Kerala
 1998-99                   Sales Tax Tribunal, Kerala
 1999-00 & 2000-01         Deputy Commissioner (Appeals) of
                           Commercial Taxes,Kerala
 1995-96 to 1996-97        Joint Commissioner of Commercial Taxes,
                           Karnataka
 1997-98                   Supreme Court of India
 2001-02 to 2006-07        DCTO,Tamilnadu
 2000-01 to 2002-03        Honble Madras High Court
 
 10.  The company has no accumulated losses as at 31st March, 2009 and
 it has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 11.  According to the records of the company examined by us and the
 information and explanation given to us, the company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the balance sheet date.
 
 12.  The company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  The provisions of any special statute applicable to chit fund /
 nidhi / mutual benefit fund / societies are not applicable to the
 company.
 
 14.  In our opinion, the company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 15.  In our opinion and according to the information and explanations
 given to us, the company has not given any guarantee for loans taken by
 others from bank or financial institutions, the terms and conditions
 whereof are prejudicial to the interest of the company.
 
 16.  During the year the company has not taken any new term loan. In
 our opinion, and according to the information and explanations given to
 us, the existing term loans have been applied for the purposes for
 which they were obtained.
 
 17.  On the basis of an overall examination of the Balance Sheet of the
 company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis, which have been used for long-term investment.
 
 18.  The company has not made any preferential allotment of shares to
 parties covered in the register maintained under Section 301 of the Act
 during the year.
 
 19.  The company has not issued any debentures during the year and
 therefore paragraph 4 (xix) of the order is not applicable.
 
 20.  The company has not raised any money by public issue during the
 year and therefore paragraph 4(xx) of the order is not applicable.
 
 21.  During the course of our examination of the books and records of
 the company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
 
 For N M Raiji & Co.                            For Lovelock and Lewes
 Chartered Accountants                           Chartered Accountants
 
 J. M. Gandhi                                            Partha Mitra
 Partner                                                      Partner
 Membership No. 37924                            Membership No. 50553
 Mumbaijune 10,2009                                Mumbaijune 10,2009