1.  We have audited the attached Balance Sheet of Tata Global Beverages
 Limited (the Company”) as at 31 March 2011, and the related profit and
 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 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 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 (Auditor''s Report) Order 2003, as
 amended by the Companies (Auditor''s Report) (Amendment) Order 2004
 (together the Order”), 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 Annexure a
 statement on the matters specifed in paragraphs 4 and 5 of the 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 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 Act;
 
 e) On the basis of written representations received from the directors,
 as on 31 March 2011 and taken on record by the Board of Directors, none
 of the directors is disqualifed as on 31 March 2011 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 financial statements 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 31 March 2011; (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 fows 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 Global Beverages Limited (formerly Tata Tea Limited) on
 the financial statements for the year ended 31 March 2011
 
 1.  a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation, of fixed
 assets.
 
 b) The fixed assets are physically verifed by the Management according
 to a phased programme designed to cover all the items over a period of
 three years which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. Pursuant to the
 programme, a portion of the fixed assets has been physically verifed by
 the Management during the year and no material discrepancies between
 the book records and the physical inventory have been noticed.
 
 c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed of
 by the Company during the year.
 
 2.  a) The inventory (excluding stocks with third parties) has been
 physically verifed by the Management during the year. In respect of
 inventory lying with third parties, these have been confirmed by 
 them. In our opinion, the frequency of verification is reasonable.
 
 b) In our opinion, 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, in our
 opinion, 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 granted unsecured loans, to two companies
 covered in the register maintained under Section 301 of the Act. The
 maximum amount involved during the year and the year-end balance of 
 such loans aggregates to, Rs. 6,500 lakhs and Rs. 5,000 lakhs, 
 respectively.
 
 b) In our opinion, the rate of interest and other terms and conditions
 of such loans are not prima facie prejudicial to the interest of the
 Company.
 
 c) In respect of the aforesaid loans, the parties are repaying the
 principal amounts as stipulated and are also regular in payment of
 interest.
 
 d) In respect of the aforesaid loans, there is no overdue amount more
 than Rupees One Lakh.
 
 e) The Company has not taken any loans, secured or unsecured, from
 companies, frms or other parties covered in the register maintained
 under Section 301 of the Act.
 
 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, 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.  In our opinion and according to the information and explanations
 given to us, 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.  In our opinion, 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, entry tax, employee state insurance, sales-tax, value added
 tax and cess as at 31 March 2011 which have not been deposited on
 account of a dispute, are as follows:
 
                            Amount   Period to 
                                     which the  
 Name of the s
 tatute          Nature of 
                 dues      (Rs. in
                             Lakhs)  amount 
                                     relates       Forum where the 
                                                   dispute is pending
 
 Income-tax Act 
 1961           Income Tax  205.90  2004-2005     Commissioner of Income
                                                  Tax (Appeals), Kochi
 
 Income-tax Act 
 1961           Income Tax    0.73  2007-2008     Commissioner of Income
                                                  Tax (Appeals), Kolkata
 
 Income-tax Act 
 1961           Income Tax   11.24  2007-2008     
                                      and         Commissioner of Income
                                                  Tax (Appeals),Kochi
 
                                    2008-2009
 
 Income-tax Act 
 1961           Income Tax    3.49  2007-2008 
                                       and        Commissioner of Income
                                                  Tax (Appeals), 
                                                  Bangalore
                                    2008-2009
 
 Assam Entry 
 Tax Act, 2008  Entry Tax    93.45  2008-2009     High Court of Guwahati
 
 West Bengal 
 Sales Tax Act, 
 1994           Sales Tax     1.76  1998-1999     
                                     and          Sales Tax Tribunal, 
                                                  West Bengal
                                     2000-2001
 
 West Bengal 
 Value Added 
 Tax Act, 2003  Value Added 
                  Tax       119.97   2007-2008    Deputy Commissioner 
                                                  of Commercial Taxes
 
                Central Sal
                es Tax        1.89   2007-2008    Deputy Commissioner 
                                                  of Commercial Taxes
 
 Kerala General 
 Sales Tax Act, 
 1963            Sales Tax   12.00   1998-1999    Sales Tax Tribunal, 
                                                   Kerala
 
                 Sales Tax   43.74   1996-1997   
                                       to 
                                     2000-2001    Deputy Commissioner
                                        and 
                                     2002-2003    (Appeals) of Commerc
                                                  ial Taxes , Kerala
 
                 Sales Tax    2.76   1994-1995 
                                        to 
                                     1996-1997    Assistant Commissioner
                                                  (Appeals) of Commercial
                                                   Taxes , Kerala
 
 Central Sales 
 Tax Act, 1956  Sales Tax    12.14   1998-1999    Sales Tax Tribunal, 
                                                        Kerala
 
                 Sales Tax   14.99   1990-2000, 
                                     2000-2001     Deputy Commissioner
 
                                         and 
                                     2002-2003    (Appeals) of Commerc
                                                    ial Taxes , Kerala
 
 Karnataka 
 Sales Tax 
 Act,1957        Sales Tax  441.00   1995-1996 
                                         to 
                                     1996-1997    Joint Commissioner of
                                                  Commercial Taxes, 
                                                      Karnataka
 
                 Sales Tax  128.00   1997-1998    Supreme Court of India
 
 Madhya Pradesh 
 Entry Tax Act,
 1976            Entry Tax  203.14   2003-2004    
                                       and         High Court of Madhya 
                                                   Pradesh
                                     2007-2008
 
 Tamilnadu 
 General Sales 
 Tax Act,1959     Sales Tax  52.66   2001-2002 
                                         to
                                     2006-2007     DCTO, Tamilnadu
 
 Tamilnadu Panc
 hayat Act,1994   Cess on 
                  Land        4.97   2000-2001  
                                         to        High Court of Madras
 
                  Revenue            2002-2003
 
 Goa Value Added 
 Tax Act, 2005    Value Added
                   Tax        1.01   2006-2007     Assistant Commissioner
 
 Employees'' State
  Insurance Act, 
 1948              ESI        1.20   2009-2010     Employees Insurance 
                                                   Court – cum – 
                                                   Industrial Tribunal,
                                                   Hyderabad
 
 10. The Company has no accumulated losses as at 31 March 2011 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 terms and conditions of the guarantees given by the
 Company, for loans taken by others from banks or financial institutions
 during the year, are not prejudicial to the interest of the Company.
 
 16. In our opinion, and according to the information and explanations
 given to us, on an overall basis, the 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. 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 during the year.
 
 19. The Company has created security or charge in respect of debentures
 issued and outstanding at the year-end.
 
 20. The Company has not raised any money by public issues during the
 year.
 
 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 & Lewes
 Firm Registration No: 108296W    Firm Registration No: 301056E
 Chartered Accountants            Chartered Accountants
 
 
 J M Gandhi                       Partha Mitra
 Partner                          Partner
 Membership Number : 37924        Membership Number : 50553
 Mumbai, 24 May 2011              Mumbai, 24 May 2011