Bata India Ltd.

1. We have audited the attached Balance Sheet of Bata India Limited (the Company) as at December 31, 2008 and also 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 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) 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 the written representations received from the directors, as on December 31, 2008, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on December 31, 2008 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 accounts 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; a) in the case of the balance sheet, of the state of affairs of the Company as at December 31,2008; b) in the case of the profit and loss account, of the profit for the year ended on that date; and c) in the case of cash flow statement, of the cash flows for the year ended on that date. Annexure referred to in paragraph 3 of our report of even date Re: Bata India Limited (i) (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. As informed, no material discrepancies were noticed on such verification. (c) There was no substantial disposal of fixed assets during the year. (ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year. (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) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification. (iii) (a) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and as such, clauses 4(iii) (a) to 4(iii) (d) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable. (b) As informed, 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 and as such, clauses 4(iii) (e) to 4(iii) (g) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable (iv) 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 and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. (v) (a) According to the information and explanations provided by the management, we are of the opinion that there are no transactions that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956. (b) In our opinion and according to the information and explanations given to us, as there are no transactions that need to be entered into Register maintained under Section 301 of the Companies Act, 1956, paragraph 4(V)(b) of the order not applicable. (vi) In respect of deposits accepted, in our opinion and according to the information and explanations given to us, directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal. (vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business. (viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. (ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, or employees state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to if have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. (b) According to the information and explanations given to us, no undisputed dues payable in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. (c) According to the information and explanation given to us and records of the Company, there are no dues of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute, other than following: Name of the Nature of dues Amount (Rs statute In thousand) Various State Demand against 4,500 Sales Tax Acts contract sale Various State Goods Seizure Case 730 Sales Tax Acts Various State MRP-Tax on tax case 16,480 Sales Tax Acts Various State Purchase Tax Dispute 5,100 Sales Tax Acts at Faridabad Various State Revenue recovery against 6,700 Sales Tax Acts non payment of demand in assessment Various State Tax in dispute u/s 92 of 2,780 Sales Tax Acts Central Sales tax Act regarding non-submission of forms Various State Penalty for non payment 1,200 Sales Tax Acts of tax and non collection on C forms Various State Demand raised in Assessment 2,800 Sales Tax Acts order for non submission of declaration form. Various State Appeal Against 1,400 Sales Tax Acts Assessment Order Central Excise Excise Duty demand on 1,500 Act, 1944 closing balance of exempted footwear. Central Excise Excise duty on 18,970 Act, 1944 double textured fabric(rubberized textile) Period to Forum where which the dispute is amount relates pending 2001 DC, Kolkata 1997-98 High Court Jaipur 1987-88 to Sales. Tax Tribunal 2001-02 Appellate Authority, Tamilnadu 1984-85 Supreme Court 1994-95 CESTAT, Kerala 1998-99 1999-00 2000-01 1991-92 High Court, UP 2002 CESTAT, Kolkata 2003 Assisstant Commssioner, Sales Tax ,West Bengal 1985-87 High Court 1987-88 CCE(Appeals) Kolkata 1990-1994 Supreme Court Name of the Nature of dues Amount (Rs statute in thousand) Central Excise Duty demanded for sale of 7,030 Act, 1944 footwear at domestic Tariff area of which final hearing before commissioner concluded and order is pending. Central Excise Central Excise duty demanded 320 Act,1944 on clearance of microsheet from the factory without payment of duty and observance of Central Excise procedure/formalities Central Excise For refund of Modvat 670 Act, 1944 Credit erroneously refunded. Central Excise Duty demanded on various 870 Act, 1944 chemicals used for processing of leather and subsequent clearance of said processed leather for manufacture of footwear (Exempted) Central Excise Disallowance for trade 2,750 Act, 1944 discount for sale of footwear to retail outlet Central Excise Demand of duty on Parts 51,420 Act, 1944 ot footwear, which were received from job worker after processing and used in manufacture of exempted footwear by the company Central Excise Reversal of MODVAT/ 12,360 Act, 1944 CENVAT credit wrongly availed by the Company Central Excise Excise duty demanded on 5,040 Act, 1944 parts of footwear used captively in manufacture of exempted footwear Central Excise Central Excise Duty Demanded 6,730 Act, 1944 for clearance of Defective Footwear without payment of Central Excise Duty, after necessary re-processing of said footwear. The process treated as MANUFACTURE Period to Forum where which the dispute is amount relates pending 1997-1999 Commissioner of Central Excise, Chennai 1994-95 Commissioner of Central Excise, Kolkata 2004 Additional Commissioner, Bangalore 2005 Commissioner, CCE Kolkata 1995-97 CESTAT-Chennai 2004 CESTAT-Kolkata 2004 CESTAT-Kolkata 2004-05 Additional Commissioner of Central Excise Kolkata 2004 CESTAT-Kolkata Name of the Nature of dues Amount (Rs statute in thousand) Central Excise Excise duty demanded 18,790 Act,1944 for movement of raw material to job worker without payment of duty Central Excise Disallowing of abatement 4,250 Act,1944 @ 40% on MRP for Institutional Sales. Sale of Industrial Boots & Mines Safety Boots. Central Excise Demand tor alleged non reversal 2,770 Act, 1944 of CENVAT credit on ceveted inputs and non payment of CE duty on finished goods on written off stock as per Balance sheet Customs Duty demand on account of 10,340 Act, 1942 short levy of customs duty (anti dumping duty) for which hearing before commissioner concluded and the order received. Customs Wrong availment of 83,760 Act, 1942 concessional rate of customs duty etc. against which the hearing has not finalized as yet Customs Adv. License No. P/W/3497630 100 Act, 1942 dt. 7.2.94 Period to Forum where which the dispute is amount relates pending 2004-05 Commissioner (Appeal) Kolkata. 2006 CESTAT, Kolkata 2007 Commissioner, Kolkata. 2001 Deputy Commissioner of Customs 1998-2003 CESTAT-Kolkata 2002 DGFT, Kolkata (x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year. (xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank. The Company have no outstanding dues in respect of debenture holders. (xii) According to the information and explanations given to us and based on the documents and records produced 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) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company. (xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company. (xv) 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. (xvi) Based on information and explanations given to us by the management, the Company did not obtain any term loan during the year. (xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. (xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. (xix) The Company did not have any outstanding debentures during the year. (xx) In previous years, the Company has raised money from issue of equity shares offered on right basis to existing shareholders. We have verified that the end use of balance money is as disclosed in the Note No. 21 of schedule 22 to financial statements. (xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit except as mentioned below: Nature Rs. In Thousands Cash and Stock Shortage at various Rs.3,952 suitable action taken and locations appropriately accounted for For S.R. BATLIBOI & CO. Chartered Accountants per Rajiv Goyal Place : Gurgaon Partner Date : 27th February, 2009 Membership No.: 94549