Dear Members,
 
 The Directors are pleased to submit their report together with the
 audited statement of accounts for the year ended 31 March 2011.
 
 1.  Highlights – Consolidated Performance
 
 Your Company performed well in a difficult operating environment.
 Consolidated Operating Income of Rs. 6,005 crores was three percent
 higher than the previous year. At constant exchange rates, the growth
 would have been six percent. The year was particularly challenging due
 to rising commodity costs both in tea as well as coffee, exacerbated by
 a difficult trading environment due to intense promotional activity by
 competition across key regions. Despite the challenging environment,
 the Group reported a year-on-year sales growth of Rs. 370 crores at
 constant exchange rates, on account of price increases enabled by the
 strength of our brands, improved performance by instant coffee business
 coupled with favourable impact of acquisitions. profit from Operations
 for the year under review at Rs. 509 crores was impacted by commodity
 cost increases coupled with increased investment behind brands, product
 development and new market launches, essential to preserve the
 long-term health of our business. Resultantly, profit after tax was Rs.
 292 crores compared to Rs. 393 crores reported in the prior year.
 
 The Group''s strategy is to grow in core tea and coffee markets whilst
 pursuing disruptive innovation in good-for-you” beverages. The focus
 will be on achieving a stronger footing in the US and Russian markets
 and expanding across beverage categories in South Asia and other
 regions. Equally important will be to leverage scale and operations
 capability to improve efficiencies.
 
 2.  Stand alone Financial Highlights
 
 The Directors now present below the stand alone financial highlights for
 2010/11:
 
                                                       Rs. Crores 
                                      2010/11           2009/10
 
 Total income                                  1914              1837
 
 profit before interest, 
 depreciation, exceptional 
 items and tax                                  248               312
 Deduct:
 
 Interest (net)                         (29)             (45)
 
 Depreciation                           (12)    (41)     (12)    (57)
    
 profit before tax and exceptional 
 items                                          207               255
 
 Exceptional income (net)                        23               240
 
 profit before tax                               230               495
 
 Provision for tax                             (49)             (104)
 
 profit after tax                                181               391
 
 Add: surplus brought forward 
 from previous year                             346               158
 
 Amount available for appropriation             527               549
 
 Proposed dividend                     (124)            (124)
 
 Income tax on dividend                 (18)             (19)
 
 Transfer to general reserve            (18)             (39)
 
 Transfer from debenture redemption 
 reserve                                  81               -
 
 Transfer to debenture redemption
 reserve                                (81)  (160)      (21)   (203)
 
                                               367               346
 
 The Company was able to implement price increases in selective
 categories, to recover a significant part of the input cost increases
 during the year. Your Company performed creditably in a difficult year,
 maintaining volume leadership in India, with the key brands recording
 impressive growth. The Company continued to invest behind its brands
 and aggressively pursue its innovation agenda by introducing new health
 and wellness products and creating different ways of increasing the
 consumption of tea at various price points.
 
 Total income for 2010/11 at Rs. 1,914 crores registered a four percent
 increase over the previous year, attributable to improved branded tea
 business aided by price increases and volume improvements. profit before
 tax and exceptional items at Rs. 207 crores was lower due to input cost
 increases and increased spend on brand building. Exceptional items in
 the previous year included significant profits from sale of investments.
 profit after tax at Rs. 181 crores, also reflects this lower profits from
 the sale of investments compared with the previous year.
 
 3.  Dividend
 
 The Directors are pleased to recommend for the approval of the
 shareholders a dividend of Rs. 2 per share on the paid-up equity share
 capital of the Company in respect of the financial year 2010/11 as
 compared with the dividend of Rs. 2 per share declared last year.
 
 4.  Review of Subsidiary and Associate Companies
 
 i) a.  As required under the listing agreement with the stock exchanges
 the audited consolidated financial statements of the Company together
 with all its subsidiary and associate companies prepared in accordance
 with applicable Accounting Standards is attached.
 
 b.  The Ministry of Corporate affairs has by its notification dated 8
 February 2011 granted a general exemption to companies, as per which,
 the provisions of Section 212 shall not apply in relation to
 subsidiaries, subject to the fulfillment of certain conditions.
 Accordingly the consolidated financial statements of the holding company
 and all subsidiaries duly audited by its statutory auditors have been
 presented and the individual accounts of each of the subsidiary
 companies have not been attached.
 
 c.  Any shareholder may either ask for a copy or inspect at the
 registered ofce a copy of the audited accounts of the subsidiary
 companies (where required to be prepared).
 
 ii) a.  Tata coffee Limited, a subsidiary of the Company, reported an
 increase of 20 percent in total operating income. The growth is
 attributable mainly to improved instant coffee performance, which was
 impacted by weaker volumes in the previous year. profit from operations
 more than doubled as a result of improved trading performance and
 favourable exchange impact compared with previous year. As a result,
 profit before and after tax improved significantly over previous year
 further aided by profit from sale of investments despite lower dividend
 received from its subsidiary. The Directors of Tata coffee Limited have
 recommended a fnal dividend of Rs 5 per share which is in addition to
 the interim dividend of Rs. 5 per share paid by Tata coffee Ltd. in
 January 2011.
 
 b.  Eight O''clock coffee Company, USA, (EOC) a subsidiary of Tata coffee,
 performed well in a challenging year which was characterised by
 unprecedented rises in commodity costs, particularly Arabica. The
 operating income for 2010/11 at constant exchange rates was at the same
 level as in the previous year. Price increases taken during the year
 offset the impact of some lower volumes. Despite maintaining the
 turnover at previous year levels, the impact of commodity cost
 increases left profit after tax marginally below the previous year.
 
 iii) The Company''s wholly owned subsidiary in the USA, Tata Tea
 Extractions Inc (formerly Tata Tea Inc.), reported a lower operating
 income in
 
 2010/11 compared to 2009/10 as the previous year had the benefit of
 liability write-back. profit after tax was also lower reffecting the
 write back in the previous year.
 
 iv) Mount Everest Mineral Water Ltd. (MEMW), the Company''s subsidiary,
 recorded a higher operating income aided by higher service income. In
 order to minimise the impact of input costs, MEMW focused on operating
 cost optimisation through a series of initiatives in product mix
 rationalisation, vendor development, development of procurement
 efficiencies and factory upgradation. As a result of these measures, the
 loss for the year decreased compared with the previous year.
 
 v) The consolidated accounts of Tata Global Beverages Group Limited
 (formerly Tata Tea (GB) Ltd.) reflects the financial performance of the
 Tetley Group during 2010/11. Operating income was higher by six per
 cent attributable to the benefit of price increases in major markets and
 favourable impact of acquisitions. At constant exchange rates the sales
 growth is higher by 10 percent. Despite an increase in input costs and
 increased investment behind brands and growth initiatives, profit after
 tax is favourable compared with previous year due to the absence of
 adverse foreign exchange translation impact on surplus funds held in
 USD. In the year under review, potential for such currency fuctuations
 has been capped by conversion / forward sale of dollar into sterling.
 
 vi) Estate Management Services Pvt. Limited, Sri Lanka, where the
 Company effectively owns 49 percent of the shares is the holding
 Company of Watawala Plantations Ltd. (WPL). WPL recorded a higher
 turnover and improved profitability reffecting the increase in
 realisation for Sri Lankan teas.
 
 vii) The turnover of Amalgamated Plantations Private Limited (APPL), in
 which the company owns a 49.07 percent stake, was marginally lower
 than in the previous year. While the company benefitted from higher
 realisation for its teas, it was impacted by lower crop due to adverse
 weather conditions and pest attack. With the objective of encouraging
 share-ownership amongst employees and to build long term
 employer-employee relationships and create opportunities for wealth
 creation, APPL successfully completed an issue of 6% Cumulative
 Compulsorily Convertible Participatory Preference Shares (CCCPPS)
 during 2010/11. Additionally, APPL is also supported in its initiatives
 by the International Finance Corporation (IFC), Washington which is
 also a equity shareholder in APPL.
 
 5. Joint Venture in Liquid Beverage Business
 
 Last year we reported that the Company had signed a Memorandum of
 Understanding (MoU) with PepsiCo Inc. USA for exploring the possibility
 of the formation of a Joint Venture (JV) in the area of non-carbonated
 ready-to-drink beverages. We are happy to now report that the Company
 and PepsiCo India Holdings Private Limited (PIH) have formed a JV
 company, named NourishCo Beverages Limited, in which the Company and
 PepsiCo each hold 50 percent of the equity capital. The vision of the
 JV is to develop the business in India and internationally focusing on
 health and wellness beverage products. This JV is expected to launch a
 slew of fortified and good-for-you” health products.
 
 The year under review was marked by interim transition of sales and
 distribution of Himalayan Water to PIH, en route to NourishCo Beverages
 Ltd.  This transition, effective 1 February 2011, although in its
 embryonic stage, is expected to drive market reach and volumes of
 Himalayan Water, aforded by the wider distribution network of PepsiCo
 India, going forward.
 
 6.  MoU with Starbucks
 
 The Company together with its subsidiary, Tata coffee Limited, has
 signed a non binding Memorandum of Understanding (MoU) with Starbucks
 coffee Company. This MoU will create avenues of collaboration between
 the two companies for sourcing and roasting high quality green coffee
 beans in Tata coffee''s Coorg, India facility.
 
 7.  MoU with Kerala Ayurveda Limited
 
 The Company has signed a MoU with Kerala Ayurveda Limited to enter into
 a 50:50 joint venture for facilitating the development of a range of
 leading edge, functional and great tasting beverage and food products
 based on proven Ayurvedic recipes, actives and formulation with
 necessary research, development and commercialisation capability. The
 definitive agreements are being finalised.
 
 8.  Acquisition of stake in Activate
 
 The Group acquired a 31 percent stake, calculated on a fully diluted
 basis, in The Rising Beverages Company LLC. Rising Beverages
 manufactures and markets a range of vitamin and favour enhanced water
 using unique powder dispensing technology, under the ”Activate” brand.
 This acquisition would give us access to the functional water category
 which is one of the fastest growing beverage categories in the US. The
 Company has the option to increase its stake in Rising Beverages in the
 event the agreed performance criteria are met.
 
 9.  Review of Activities
 
 A.  The Indian Tea Industry
 
 Fiscal 2010/11 was another good year for the Indian Tea Industry, which
 witnessed strong commodity prices on the back of buoyant domestic
 demand estimated at 3 percent to 4 percent. All India crop was lower
 than the previous year by 12.50 M kgs largely due to adverse climatic
 conditions. The markets experienced a significant rise in price levels
 from August 2010 onwards due to the loss of crop attributed to
 excessive rain and pest attacks and the consequence of this was lower
 exports compared to the previous year.
 
 B.  Domestic Branded Tea Operations
 
 The company''s key domestic brands such as Tata Tea Premium and Chakra
 Gold performed well during the year under review. The branded business
 reported a value growth of 6 percent and a volume growth of 2 percent
 over the previous year.
 
 Tata Tea Gold continued its robust growth story with a 10 percent
 volume growth over previous year, backed by a successful consumer
 promotion that brought new trials for the brand.
 
 Our fagship brand, Tata Tea Premium, made a strong recovery, buoyed by
 a successful restage and key initiatives undertaken on the brand which
 included introduction of a new pack face, a fresh proposition driven
 primarily by a new TV campaign and massive ground level activation.
 
 Our strong brand, in the value segment, Tata Tea Agni, saw robust
 growth and was 8 percent ahead in volume terms over the previous year.
 
 The 25 Years celebration of Kanan Devan was supported by media
 advertising with the strapline Winning challenges with a smile for 25
 years” and received a positive response from customers and consumers.
 
 Chakra Gold launched a new thematic campaign which strengthens the
 open up your mind” proposition that has helped increase the positive
 disposition of the brand among users of competitive products.
 
 Tetley experienced continuous on ground activation coupled with a new
 global brand proposition and product extensions, which led to the most
 profitable year for the brand since its launch in India.
 
 The infuential Jaago Re Campaign continued, and a new film was launched
 which focused on corruption in the education system. This was supported
 by www.jaagore.com, an online portal that aims to connect the concept
 of ''Social Awakening'' to reality. The portal seeks to herald a new
 movement of change by providing a common platform for exchange of ideas
 and resources between citizens and social change agents – both NGOs and
 individuals. A first in India, the portal has 6.2 Lakh registered users
 since it was first launched in 2008. There are 170 NGOs, 340
 volunteering opportunities and an average of 100 volunteers per month.
 
 In a challenging market environment we are very pleased that the
 Company maintained its volume leadership in the tea market in India.
 While the environment will continue to witness competitive pressures,
 the Company is developing a fresh strategy to counter competition in
 the branded tea sector in India. To start with, the Company is
 conducting a host of market activation programmes and on-ground
 promotions to promote all its brands across the country. The Company
 also plans to refresh and relaunch its tea brands with a view to
 attract new consumers.
 
 C.  International Branded Operations
 
 The global Tetley brand was revitalised during the year, with a strong
 and renewed focus which will be at the heart of the brand''s ongoing
 growth agenda. Building on its strong heritage, the Tetley brand
 continues to develop a broad range of new and exciting teas to suit all
 cultures, tastes and moods in a variety of formats around the world,
 particularly for non-black tea variants such as Redbush and Green.
 
 The Group continues to focus on geographical expansion as well as
 widening its brand and product portfolio. Some of the key initiatives
 taken in 2010/11 included the test launch of SUKK (a jelly based drink)
 and T4 Kidz and Tetley Soya in the UK; Tetley for Soy, Billy Campfre &
 Kitchen Brew variants in Australia and the launch of our products in
 the Middle East. We continued the emphasis on the speciality category
 in the UK and Tetley Infusions in Canada, with the launch of two new
 favours. Further initiatives are under way for breakthrough innovation
 in our key strategic growth areas of health and wellness, convenience
 and sustainability.
 
 Following the decision taken to move to Rainforest Alliance
 certification of all Tetley products by 2016, the first certifed consumer
 products have appeared on the shelf. Farmer''s First Hand, a web-based
 promotional activity on Facebook, is being used to support the
 transition to Rainforest Alliance Certifed Tea.
 
 D.  Instant Tea
 
 The Instant Tea division reported higher production as well as sales
 during the year 2010/11. During the year, the division developed a new
 black instant tea powder for one of its existing customers in Japan.
 
 Zhejiang Tata Tea Extraction Company Limited, China which is a
 subsidiary of the Company, is a joint venture with Zhejiang Tea Group
 Company Limited, China set up for the manufacture and marketing of
 Instant Tea, Tea Polyphenols and tea concentrates. The capacity planned
 in this facility is 1,750 MT. The market for Green tea extracts is
 growing at a good pace and as this facility caters exclusively to this
 segment, the share of the company in this segment will stand to benefit.
 The project progressed well during 2010/11 and has commenced production
 of Green Instant Tea products. Exports to various geographies including
 the US and Europe as well as sales to domestic customers are expected
 to commence during the second half of the current year.
 
 E.  Exports
 
 Exports during the year at FOB value of Rs. 156 crores were in line
 with previous year. The Tea Bag unit at Kochi continued to meet the
 Group''s requirements in Australia, Eastern Europe and Middle East and
 performed well during the year.
 
 F.  Plantation Operations
 
 Crop production for the year ended 31 March 2011 at the Company''s
 Pullivasal and Periakanal Estates was 19.79 Lakh kgs against the
 previous year crop of 21.94 Lakh kgs. The yield achieved was lower by
 10 percent due to unfavourable weather conditions.
 
 The productivity achieved by Pullivasal and Periakanal estates to end
 31 March 2011 was 50.65 kgs against 51.70 kgs achieved for the same
 period of the previous season. The combined productivity achieved by
 these two estates during the year is the second highest while the
 plucking average of 51.46 kg achieved by Pullivasal Estate is an all
 time record.
 
 Kanan Devan Hills Plantations Private Limited (KDHP) has completed the
 sixth consecutive year of strong performance and has underscored the
 strong fundamentals of the unique business model of employee
 empowerment practiced in the company. Though the operations of the year
 gone by were affected by adverse weather conditions and softening of
 prices for teas produced in South India, it still posted excellent
 financial results, second only to the record results for the year ended
 31 March 2010. With representation from all sections of the employees
 on its Board as well as following a participatory nature of management,
 KDHP has excelled in creating a unique self sustaining model for the
 company. With over 11,000 employees spread over 7 estates and 16
 factories, it has now transformed itself into the largest Tea producing
 company in South India.
 
 G.  Community Development, Employees'' Welfare and Environment
 Conservation
 
 The Company''s contribution to society and its welfare continued through
 community development and social welfare schemes such as the General
 Hospital at Munnar, the High Range School and Srishti Welfare Centre.
 Key activities undertaken by the General Hospital included an awareness
 programme on HIV/AIDS, and awareness programmes on bio-medical waste
 management and the importance of voluntary blood donation. The Hospital
 also carried out a breast cancer awareness programme and periodic
 diabetic clinics. The Srishti Welfare Centre, which provides education
 and vocational training to mentally and physically challenged persons,
 received a runner-up award for outstanding safety performance from the
 National Safety Council (Kerala Chapter) for the year 2011.
 
 10. Industrial Relations
 
 During the year under review, industrial relations remained generally
 peaceful at all our offices and establishments.
 
 As part of the Company''s integration programme, the relocation of
 employees from our historical home in Kolkata to Bangalore was
 successfully accomplished. The Company also offered the option of
 voluntary employee separation scheme to employees of the non management
 cadre who were unable to relocate to Bangalore for personal reasons.
 
 11. Corporate Governance & Management Discussion and Analysis (MDA)
 
 A detailed report on Corporate Governance is separately attached
 together with a report on the MDA. The MDA also covers the consolidated
 operations and reflects the global nature of our business.
 
 12. Tata Business Excellence Model (TBEM)
 
 The Company will continue to participate in the TBEM external
 assessment in the current year as well. The feedback received from the
 assessment conducted in 2010 has helped the Group to confirm many
 actions as well as realise new opportunities. This will be the second
 time we will be assessed as Tata Global Beverages on a consolidated
 basis. Senior leadership team in the Group has taken individual
 ownership of the various TBEM categories. Each of the category owners
 will now head a team that meets regularly to progress as per a calendar
 that has been drawn up for this activity.
 
 13. Directors'' Responsibility Statement
 
 Pursuant to the requirement of Section 217 (2AA) of the Companies Act,
 1956 (''the Act'') and based on the representations received from the
 operating management, the Directors hereby confirm that:
 
 i) In the preparation of the Annual Accounts for 2010/11, the
 applicable Accounting Standards have been followed and there are no
 material departures.
 
 ii) They have selected such accounting policies with the approval of
 the Statutory Auditors and applied them consistently and made judgments
 and estimates that are reasonable and prudent so as to give a true and
 fair view of the state of affairs of the Company at the end of the
 financial year and of the profit of the Company for the financial year.
 
 iii) They have taken proper and suffcient care to the best of their
 knowledge and ability for the maintenance of adequate accounting
 records in accordance with the provisions of the Companies Act, 1956.
 They confirm that there are adequate systems and controls for
 safeguarding the assets of the Company and for preventing and detecting
 fraud and other irregularities.
 
 iv) They have prepared the Annual Accounts on a going concern basis.
 
 14. Directors
 
 During the year Mr. Ajay Shankar was appointed as an Additional
 Director with effect from 30 April 2010 and he was subsequently
 appointed as a director liable to retire by rotation at the Annual
 General Meeting held on 23 August 2010.
 
 Mrs. Sangeeta Talwar, Executive Director, resigned from the services of
 the Company with effect from 1 August 2010 to pursue a new assignment
 with a non-profit company. Your Directors wish to note their
 appreciation for her contribution to the development of the company.
 
 Mr. P D Unsworth resigned as the CEO of the Tata Global Beverages Group
 and as a director from the Board of the Company with effect from the
 close of 30 June 2011 for personal reasons. As CEO of the Tata Global
 Beverages Group since 2008, Mr. Unsworth led the Group''s integration
 and transformation agenda in the face of many challenges which enabled
 the business to make huge progress both towards creating a robust
 strategy and developing a new culture to support the ambitious growth.
 The Board wishes to place on record its deep appreciation of the
 contributions made by Mr. Unsworth towards the progress of the Company
 and its subsidiaries.
 
 Mr. R K Krishna Kumar, Mr. A R Gandhi, Mr. J S Bilimoria and Mrs.
 Mallika Srinivasan retire by rotation at the forthcoming Annual General
 Meeting and being eligible, offer themselves for re-election.
 
 Brief particulars and expertise of these Directors and their other
 directorships and committee memberships have been given in the annexure
 to the Notice of the Annual General Meeting in accordance with the
 requirements of Listing agreement with Stock Exchanges.
 
 All these Directors have filed Form DD-A with the Company as required
 under the Companies (Disqualifcation of Directors under Section
 274(1)(g) of the Companies Act, 1956) Rules, 2003.
 
 15. Auditors
 
 The Members are requested to appoint the Auditors and fx their
 remuneration. Messrs. N M Raiji & Co. and Lovelock & Lewes, the
 retiring Auditors have furnished certificates of their eligibility for
 re-appointment as required under the Companies Act, 1956.
 
 16. Particulars of Employees
 
 Information as required under Section 217(2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975, as
 amended, forms part of this report. However, as per the provisions of
 Section 219(1) (b) (iv) of the Companies Act,1956, the report and
 accounts are being sent excluding the statement containing the
 particulars to be provided under Section 217(2A) of the Companies Act
 1956. Any member interested in obtaining such particulars may write to
 the Company Secretary for a copy thereof.
 
 17. Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo
 
 A statement giving details of conservation of energy, technology
 absorption, foreign exchange earnings and outgo in accordance with
 Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988 is annexed to this report.
 
 18. Concluding Remarks
 
 The Directors are sure that the shareholders would like to join them in
 conveying their appreciation to all employees of the Company for their
 sincere and dedicated services during 2010/11 without which such
 performance given the challenging environment would not have been
 possible.
 
                                   On behalf of the Board of Directors
 
                                                        (R N TATA)
 Mumbai,                                                 Chairman
 28 July 2011