Tata Teleservices (Maharashtra)

1.  We have audited the attached Balance sheet of Tata Teleservices
 (Maharashtra) Limited as at 31st March 2009, the 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 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 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 Companies (Auditors Report) Order, 2003 issued by
 the Central Government 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:
 
 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 the
 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
 Companies Act, 1956;
 
 e) On the basis of written representations received from the directors
 as on March 31,2009 and taken on record by the Board of Directors, we
 report that none of the directors is disqualified as on March 31, 2009
 from being appointed as a director in terms of clause (g) of sub-
 section (1) of section 274 of the Companies Act, 1956.
 
 f) In our opinion and to the best of our information, and according to
 the explanations given to us, the said accounts read with the
 Significant Accounting Policies and notes thereon, 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 case of the Balance sheet, of the state of affairs of the Company
 as at March 31,2009;
 
 ii) in case of the Profit and Loss Account, of the loss for the year
 ended on that date; and
 
 iii) in case of the Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURETOTHE AUDITORS REPORT
 
 Re: Tata Teleservices (Maharashtra) Limited
 
 (Referred to in Paragraph 3 of our report of even date)
 
 i) The nature of the Companys activities are such that clauses (xiii)
 and (xiv) of paragraph 4 of the Companies (Auditors Report) Order,
 2003 are not applicable to the Company for the year.
 
 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) All fixed assets have not been physically verified by the
 management during the year but there is a regular program of
 verification which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. No material
 discrepancies were noticed on such verification.
 
 (c) The Company, during the year, transferred certain fixed assets
 relating to its Passive infrastructure business.  According to the
 information and explanations given to us, we are of the opinion that
 the sale of the said fixed assets although substantial has not affected
 the going concern status of the Company (Refer note 25 of Schedule 17).
 
 iii) In respect of its inventories:
 
 (a) The stocks of trading goods have been physically verified during
 the year by the management. In our opinion, the frequency of
 verification is reasonable.
 
 (b) The procedures of physical verification of stocks followed by the
 management are reasonable and adequate in relation to the size of the
 Company and the nature of its business.
 
 (c) The Company has maintained proper records of its inventories and no
 material discrepancies were noticed on physical verification.
 
 iv) The Company has not granted or 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 and
 accordingly the sub-clauses (a) to (g) of clause (iii) of the Order are
 not applicable to the Company.
 
 v) 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 nature of its business with regard to
 purchase of inventory and fixed assets and sale of goods and services.
 During the course of our audit we have not observed any continuing
 failure to correct major weaknesses in the internal control system.
 
 vi) a) According to the information and explanations given to us, we
 are of the opinion that the particulars of contracts/arrangements that
 are needed to be entered into the register maintained under section 301
 of the Companies Act, 1956 have been so entered.
 
 b) According to the information and explanations given to us, where
 such transactions are in excess of Rs. 5 lakhs in respect of any party,
 the transactions have been made at prices which are, prima facie,
 reasonable having regard to the prevailing market price/ similar
 transactions with other parties at the relevant time.
 
 vii) The Company has not accepted any deposits from the public.
 
 viii) In our opinion, the Company has an internal audit system
 commensurate with the size of the Company and the nature of its
 business.
 
 ix) We have broadly reviewed the books of account and records
 maintained by the Company relating to telecommunication activities
 pursuant to the order made by the Central Government for maintenance of
 cost records 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, however, not made a
 detailed examination of the records with a view to determining whether
 they are accurate or complete.
 
 x) According to information and explanations given to us in respect of
 statutory and other dues:
 
 (a) The Company has generally been regular in depositing undisputed
 statutory dues in respect of Provident Fund, Employees State
 Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Custom duty,
 cess and any other material statutory dues with the appropriate
 authorities during the year.
 
 (b) According to information and explanation given to us details of
 disputed Sales tax / Income-tax / Customs duty / wealth tax / Service
 tax/ Excise Duty and Cess, which have not been deposited as at March
 31,2009, on account of disputes are given below:
 
 Name of statute   Nature of    Amount   Period to  which Forum where 
                   the dues  (Rs. in     the amount  dispute is pending
                              Crores>    relates
 The Income-tax 
 Act, 1961       Income tax     0.08    A.Y. 1998-99  Income Tax Apellate  
                                                       Tribunal
                  demand
 
 xi) In our opinion, and according to the information and explanations
 given to us, the accumulated losses of the Company, at the end of the
 financial year are more than fifty percent of its net worth. The
 Company has not incurred cash losses during the financial year under
 audit and in the immediately preceding financial year.
 
 xii) In our opinion and according to information and explanations given
 to us, the Company has not defaulted in repayment of dues payable to a
 financial institutions and banks.
 
 xiii) According to the information and explanations given to us, the
 Company has not granted any loans or advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 xiv) 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, are not prima
 facie prejudicial to the interests of the Company.
 
 xv) According to the information and explanations given to us, the term
 loans availed by the Company were, prima facie, applied during the year
 for the purpose for which the loans were obtained, other than temporary
 deployment pending application.
 
 xvi) According to information and explanations given to us and on an
 overall examination of the balance sheet of the Company, funds raised
 on short term basis have, prima facie, been used for long term
 investment to the extent of Rs. 1,909.70 crores.
 
 xvii) According to information and explanations given to us, the
 Company has not made any preferential allotment of shares to parties
 and companies covered in the Register maintained under Section 301 of
 the Companies Act, 1956.
 
 xviii) The Company has not issued any debentures during the year.
 
 xix) The Company has not raised any money by way of public issues
 during the year.
 
 xx) According to the information and explanations given to us, no fraud
 on or by the Company was noticed or reported during the year.
 
                                     For Deloitte Haskins & Sells
                                           Chartered Accountants
 
                                                       A B Jani
                                                        Partner
 Mumbai, Dated: May 11,2009                  Membership No. 46488