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Auditor Report of Tata Coffee Ltd.

Mar 31, 2016

We have audited the accompanying Standalone financial statements of Tata Coffee Limited ("the Company"), which comprise the Balance Sheet as at 31st March,2016, the Statement of Profit and Loss, the Cash Flow Statement for the year ended and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s board of directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013, ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adeguate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting of frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adeguate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these Standalone financial statements based on our audit. We have taken into account, the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conduct our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards reguire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.

The procedure selected depends on the auditor''s judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal financial control relevant to the company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company, as at 31st March, 2016, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of the section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the order.

2. As required by Section 143(3) of the Act, we report that,

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion proper books of accounts as required by law have been kept by the company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid Standalone financial statements comply with the Accounting Standards specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representation received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2016 from being appointed as a director in terms of section 164(2) of the Act.

f) With respect to the adequacy of internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor''s report in accordance with Rule 11 of the Companies (Audit and Auditor''s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 2.34 to the financial statements.

ii. The company has made provision as required under the applicable laws or Accounting Standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

iii. There has been no delay in transferring amounts required to be transferred to the Investors Education Protection Fund to the extent legally allowed to be transferred.

The Annexure referred to in independent Auditor''s report to the Members of Company on the standalone financial statements for the year ended on March 31, 2016. We report that,

1. (i) The Company is maintaining proper records showing

full particulars, including quantitative details and the situation of its fixed assets;

(ii) The fixed assets have been physically verified by the management at reasonable intervals. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed have been properly dealt with in the books of account;

(iii) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the company except a free hold land and building whose book value is not material.

2. The management has conducted physical verification of inventory at reasonable intervals and material discrepancies found have been properly dealt with in the books of account.

3. In our opinion and according to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013;

4. In our opinion and according to the information and explanation given to us, the company has not given loans, guarantees, security or made any investments which needs to comply with the sections 185 and 186 of the Companies Act, 2013;

5. The Company has not accepted any deposits from the public;

6. We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the central government under sub-section (1) of section 148 of the Companies Act, 2013 for maintenance of cost records for coffee, coffee products and Tea 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 records with a view to determine whether they are accurate or complete.

7. (i) As per the records of the company and information andtp explanations provided to us, the Company is generally regular in depositing the undisputed amount of provident fund, employee''s state insurance, income-tax, sales-tax, service tax, custom duty, excise-duty, cess and other applicable statutory dues. No undisputed amount was outstanding as at 31st March 2016 for a period of more than six months from the date they became payable.

(ii) As at the Balance Sheet date, the following are the details of disputed Income Tax, Excise Duty, Customs Duty, Service Tax, Sales Tax and Cess that have not been deposited with the concerned authorities;

Nature of Relevant Disputed Forum where dispute Demand Financial Amount is pending Year Rs, In lakhs

Central 2003-04 8.34 Karnataka High Court

Income Tax 2004-05 1.91 Karnataka High Court

2005-06 66.96 ITAT

2008-09 67.06 CIT

2011-12 218.99 ITAT

2012-13 356.66 CIT #

2013-14 102.24 ITAT

# Appeal is filed after 31/03/2016.

8. Based on our audit procedures and the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders;

9. Company has not raised any money by way of initial public offer, further public offer, debt instruments or term loans during the year.

10. To the best of our knowledge and according to the information and explanations given to us, having regard to the nature of the Company''s business, no material fraud on or by the Company by its officers or employees was noticed or reported during the year.

11. In our opinion and according to the information and explanation given to us, Managerial Remuneration has been provided and paid in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the companies Act, 2013.

12. The company is not a Nidhi company and hence this clause is not applicable.

13. In our opinion and according to the information and explanation given to us, all transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013 and are disclosed in the Financial Statements as required by the applicable accounting standards;

14. Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year;

15. Based on the representation given by the management, the company has not entered into any non-cash transactions with the directors or other persons connected to directors.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For SNB ASSOCIATES

Chartered Accountants

(Firm''s Registration No: 015682N)



S. LAKSHMANAN Place: Bengaluru Partner

Date : 16th May, 2016 Membership No: 20045


Mar 31, 2016

We have audited the accompanying Standalone financial statements of Tata Coffee Limited ("the Company"), which comprise the Balance Sheet as at 31st March,2016, the Statement of Profit and Loss, the Cash Flow Statement for the year ended and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s board of directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013, ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adeguate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting of frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adeguate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these Standalone financial statements based on our audit. We have taken into account, the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conduct our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards reguire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.

The procedure selected depends on the auditor''s judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal financial control relevant to the company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company, as at 31st March, 2016, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of the section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the order.

2. As required by Section 143(3) of the Act, we report that,

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion proper books of accounts as required by law have been kept by the company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid Standalone financial statements comply with the Accounting Standards specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representation received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2016 from being appointed as a director in terms of section 164(2) of the Act.

f) With respect to the adequacy of internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor''s report in accordance with Rule 11 of the Companies (Audit and Auditor''s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 2.34 to the financial statements.

ii. The company has made provision as required under the applicable laws or Accounting Standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

iii. There has been no delay in transferring amounts required to be transferred to the Investors Education Protection Fund to the extent legally allowed to be transferred.

The Annexure referred to in independent Auditor''s report to the Members of Company on the standalone financial statements for the year ended on March 31, 2016. We report that,

1. (i) The Company is maintaining proper records showing

full particulars, including quantitative details and the situation of its fixed assets;

(ii) The fixed assets have been physically verified by the management at reasonable intervals. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed have been properly dealt with in the books of account;

(iii) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the company except a free hold land and building whose book value is not material.

2. The management has conducted physical verification of inventory at reasonable intervals and material discrepancies found have been properly dealt with in the books of account.

3. In our opinion and according to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013;

4. In our opinion and according to the information and explanation given to us, the company has not given loans, guarantees, security or made any investments which needs to comply with the sections 185 and 186 of the Companies Act, 2013;

5. The Company has not accepted any deposits from the public;

6. We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the central government under sub-section (1) of section 148 of the Companies Act, 2013 for maintenance of cost records for coffee, coffee products and Tea 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 records with a view to determine whether they are accurate or complete.

7. (i) As per the records of the company and information andtp explanations provided to us, the Company is generally regular in depositing the undisputed amount of provident fund, employee''s state insurance, income-tax, sales-tax, service tax, custom duty, excise-duty, cess and other applicable statutory dues. No undisputed amount was outstanding as at 31st March 2016 for a period of more than six months from the date they became payable.

(ii) As at the Balance Sheet date, the following are the details of disputed Income Tax, Excise Duty, Customs Duty, Service Tax, Sales Tax and Cess that have not been deposited with the concerned authorities;

Nature of Relevant Disputed Forum where dispute Demand Financial Amount is pending Year Rs, In lakhs

Central 2003-04 8.34 Karnataka High Court

Income Tax 2004-05 1.91 Karnataka High Court

2005-06 66.96 ITAT

2008-09 67.06 CIT

2011-12 218.99 ITAT

2012-13 356.66 CIT #

2013-14 102.24 ITAT

# Appeal is filed after 31/03/2016.

8. Based on our audit procedures and the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders;

9. Company has not raised any money by way of initial public offer, further public offer, debt instruments or term loans during the year.

10. To the best of our knowledge and according to the information and explanations given to us, having regard to the nature of the Company''s business, no material fraud on or by the Company by its officers or employees was noticed or reported during the year.

11. In our opinion and according to the information and explanation given to us, Managerial Remuneration has been provided and paid in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the companies Act, 2013.

12. The company is not a Nidhi company and hence this clause is not applicable.

13. In our opinion and according to the information and explanation given to us, all transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013 and are disclosed in the Financial Statements as required by the applicable accounting standards;

14. Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year;

15. Based on the representation given by the management, the company has not entered into any non-cash transactions with the directors or other persons connected to directors.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For SNB ASSOCIATES

Chartered Accountants

(Firm''s Registration No: 015682N)



S. LAKSHMANAN Place: Bengaluru Partner

Date : 16th May, 2016 Membership No: 20045


Mar 31, 2016

We have audited the accompanying Standalone financial statements of Tata Coffee Limited ("the Company"), which comprise the Balance Sheet as at 31st March,2016, the Statement of Profit and Loss, the Cash Flow Statement for the year ended and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s board of directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013, ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adeguate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting of frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adeguate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these Standalone financial statements based on our audit. We have taken into account, the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conduct our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards reguire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.

The procedure selected depends on the auditor''s judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal financial control relevant to the company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company, as at 31st March, 2016, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of the section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the order.

2. As required by Section 143(3) of the Act, we report that,

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion proper books of accounts as required by law have been kept by the company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid Standalone financial statements comply with the Accounting Standards specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representation received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2016 from being appointed as a director in terms of section 164(2) of the Act.

f) With respect to the adequacy of internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor''s report in accordance with Rule 11 of the Companies (Audit and Auditor''s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 2.34 to the financial statements.

ii. The company has made provision as required under the applicable laws or Accounting Standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

iii. There has been no delay in transferring amounts required to be transferred to the Investors Education Protection Fund to the extent legally allowed to be transferred.

The Annexure referred to in independent Auditor''s report to the Members of Company on the standalone financial statements for the year ended on March 31, 2016. We report that,

1. (i) The Company is maintaining proper records showing

full particulars, including quantitative details and the situation of its fixed assets;

(ii) The fixed assets have been physically verified by the management at reasonable intervals. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed have been properly dealt with in the books of account;

(iii) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the company except a free hold land and building whose book value is not material.

2. The management has conducted physical verification of inventory at reasonable intervals and material discrepancies found have been properly dealt with in the books of account.

3. In our opinion and according to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013;

4. In our opinion and according to the information and explanation given to us, the company has not given loans, guarantees, security or made any investments which needs to comply with the sections 185 and 186 of the Companies Act, 2013;

5. The Company has not accepted any deposits from the public;

6. We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the central government under sub-section (1) of section 148 of the Companies Act, 2013 for maintenance of cost records for coffee, coffee products and Tea 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 records with a view to determine whether they are accurate or complete.

7. (i) As per the records of the company and information andtp explanations provided to us, the Company is generally regular in depositing the undisputed amount of provident fund, employee''s state insurance, income-tax, sales-tax, service tax, custom duty, excise-duty, cess and other applicable statutory dues. No undisputed amount was outstanding as at 31st March 2016 for a period of more than six months from the date they became payable.

(ii) As at the Balance Sheet date, the following are the details of disputed Income Tax, Excise Duty, Customs Duty, Service Tax, Sales Tax and Cess that have not been deposited with the concerned authorities;

Nature of Relevant Disputed Forum where dispute Demand Financial Amount is pending Year Rs, In lakhs

Central 2003-04 8.34 Karnataka High Court

Income Tax 2004-05 1.91 Karnataka High Court

2005-06 66.96 ITAT

2008-09 67.06 CIT

2011-12 218.99 ITAT

2012-13 356.66 CIT #

2013-14 102.24 ITAT

# Appeal is filed after 31/03/2016.

8. Based on our audit procedures and the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders;

9. Company has not raised any money by way of initial public offer, further public offer, debt instruments or term loans during the year.

10. To the best of our knowledge and according to the information and explanations given to us, having regard to the nature of the Company''s business, no material fraud on or by the Company by its officers or employees was noticed or reported during the year.

11. In our opinion and according to the information and explanation given to us, Managerial Remuneration has been provided and paid in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the companies Act, 2013.

12. The company is not a Nidhi company and hence this clause is not applicable.

13. In our opinion and according to the information and explanation given to us, all transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013 and are disclosed in the Financial Statements as required by the applicable accounting standards;

14. Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year;

15. Based on the representation given by the management, the company has not entered into any non-cash transactions with the directors or other persons connected to directors.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For SNB ASSOCIATES

Chartered Accountants

(Firm''s Registration No: 015682N)



S. LAKSHMANAN Place: Bengaluru Partner

Date : 16th May, 2016 Membership No: 20045


Mar 31, 2016

We have audited the accompanying Standalone financial statements of Tata Coffee Limited ("the Company"), which comprise the Balance Sheet as at 31st March,2016, the Statement of Profit and Loss, the Cash Flow Statement for the year ended and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s board of directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013, ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adeguate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting of frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adeguate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these Standalone financial statements based on our audit. We have taken into account, the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conduct our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards reguire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.

The procedure selected depends on the auditor''s judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal financial control relevant to the company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company, as at 31st March, 2016, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of the section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the order.

2. As required by Section 143(3) of the Act, we report that,

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion proper books of accounts as required by law have been kept by the company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid Standalone financial statements comply with the Accounting Standards specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representation received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2016 from being appointed as a director in terms of section 164(2) of the Act.

f) With respect to the adequacy of internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor''s report in accordance with Rule 11 of the Companies (Audit and Auditor''s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 2.34 to the financial statements.

ii. The company has made provision as required under the applicable laws or Accounting Standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

iii. There has been no delay in transferring amounts required to be transferred to the Investors Education Protection Fund to the extent legally allowed to be transferred.

The Annexure referred to in independent Auditor''s report to the Members of Company on the standalone financial statements for the year ended on March 31, 2016. We report that,

1. (i) The Company is maintaining proper records showing

full particulars, including quantitative details and the situation of its fixed assets;

(ii) The fixed assets have been physically verified by the management at reasonable intervals. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed have been properly dealt with in the books of account;

(iii) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the company except a free hold land and building whose book value is not material.

2. The management has conducted physical verification of inventory at reasonable intervals and material discrepancies found have been properly dealt with in the books of account.

3. In our opinion and according to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013;

4. In our opinion and according to the information and explanation given to us, the company has not given loans, guarantees, security or made any investments which needs to comply with the sections 185 and 186 of the Companies Act, 2013;

5. The Company has not accepted any deposits from the public;

6. We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the central government under sub-section (1) of section 148 of the Companies Act, 2013 for maintenance of cost records for coffee, coffee products and Tea 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 records with a view to determine whether they are accurate or complete.

7. (i) As per the records of the company and information andtp explanations provided to us, the Company is generally regular in depositing the undisputed amount of provident fund, employee''s state insurance, income-tax, sales-tax, service tax, custom duty, excise-duty, cess and other applicable statutory dues. No undisputed amount was outstanding as at 31st March 2016 for a period of more than six months from the date they became payable.

(ii) As at the Balance Sheet date, the following are the details of disputed Income Tax, Excise Duty, Customs Duty, Service Tax, Sales Tax and Cess that have not been deposited with the concerned authorities;

Nature of Relevant Disputed Forum where dispute Demand Financial Amount is pending Year Rs, In lakhs

Central 2003-04 8.34 Karnataka High Court

Income Tax 2004-05 1.91 Karnataka High Court

2005-06 66.96 ITAT

2008-09 67.06 CIT

2011-12 218.99 ITAT

2012-13 356.66 CIT #

2013-14 102.24 ITAT

# Appeal is filed after 31/03/2016.

8. Based on our audit procedures and the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders;

9. Company has not raised any money by way of initial public offer, further public offer, debt instruments or term loans during the year.

10. To the best of our knowledge and according to the information and explanations given to us, having regard to the nature of the Company''s business, no material fraud on or by the Company by its officers or employees was noticed or reported during the year.

11. In our opinion and according to the information and explanation given to us, Managerial Remuneration has been provided and paid in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the companies Act, 2013.

12. The company is not a Nidhi company and hence this clause is not applicable.

13. In our opinion and according to the information and explanation given to us, all transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013 and are disclosed in the Financial Statements as required by the applicable accounting standards;

14. Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year;

15. Based on the representation given by the management, the company has not entered into any non-cash transactions with the directors or other persons connected to directors.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For SNB ASSOCIATES

Chartered Accountants

(Firm''s Registration No: 015682N)



S. LAKSHMANAN Place: Bengaluru Partner

Date : 16th May, 2016 Membership No: 20045


Mar 31, 2016

We have audited the accompanying Standalone financial statements of Tata Coffee Limited ("the Company"), which comprise the Balance Sheet as at 31st March,2016, the Statement of Profit and Loss, the Cash Flow Statement for the year ended and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s board of directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013, ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adeguate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting of frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adeguate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these Standalone financial statements based on our audit. We have taken into account, the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conduct our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards reguire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.

The procedure selected depends on the auditor''s judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal financial control relevant to the company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company, as at 31st March, 2016, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of the section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the order.

2. As required by Section 143(3) of the Act, we report that,

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion proper books of accounts as required by law have been kept by the company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid Standalone financial statements comply with the Accounting Standards specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representation received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2016 from being appointed as a director in terms of section 164(2) of the Act.

f) With respect to the adequacy of internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor''s report in accordance with Rule 11 of the Companies (Audit and Auditor''s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 2.34 to the financial statements.

ii. The company has made provision as required under the applicable laws or Accounting Standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

iii. There has been no delay in transferring amounts required to be transferred to the Investors Education Protection Fund to the extent legally allowed to be transferred.

The Annexure referred to in independent Auditor''s report to the Members of Company on the standalone financial statements for the year ended on March 31, 2016. We report that,

1. (i) The Company is maintaining proper records showing

full particulars, including quantitative details and the situation of its fixed assets;

(ii) The fixed assets have been physically verified by the management at reasonable intervals. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed have been properly dealt with in the books of account;

(iii) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the company except a free hold land and building whose book value is not material.

2. The management has conducted physical verification of inventory at reasonable intervals and material discrepancies found have been properly dealt with in the books of account.

3. In our opinion and according to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013;

4. In our opinion and according to the information and explanation given to us, the company has not given loans, guarantees, security or made any investments which needs to comply with the sections 185 and 186 of the Companies Act, 2013;

5. The Company has not accepted any deposits from the public;

6. We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the central government under sub-section (1) of section 148 of the Companies Act, 2013 for maintenance of cost records for coffee, coffee products and Tea 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 records with a view to determine whether they are accurate or complete.

7. (i) As per the records of the company and information andtp explanations provided to us, the Company is generally regular in depositing the undisputed amount of provident fund, employee''s state insurance, income-tax, sales-tax, service tax, custom duty, excise-duty, cess and other applicable statutory dues. No undisputed amount was outstanding as at 31st March 2016 for a period of more than six months from the date they became payable.

(ii) As at the Balance Sheet date, the following are the details of disputed Income Tax, Excise Duty, Customs Duty, Service Tax, Sales Tax and Cess that have not been deposited with the concerned authorities;

Nature of Relevant Disputed Forum where dispute Demand Financial Amount is pending Year Rs, In lakhs

Central 2003-04 8.34 Karnataka High Court

Income Tax 2004-05 1.91 Karnataka High Court

2005-06 66.96 ITAT

2008-09 67.06 CIT

2011-12 218.99 ITAT

2012-13 356.66 CIT #

2013-14 102.24 ITAT

# Appeal is filed after 31/03/2016.

8. Based on our audit procedures and the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders;

9. Company has not raised any money by way of initial public offer, further public offer, debt instruments or term loans during the year.

10. To the best of our knowledge and according to the information and explanations given to us, having regard to the nature of the Company''s business, no material fraud on or by the Company by its officers or employees was noticed or reported during the year.

11. In our opinion and according to the information and explanation given to us, Managerial Remuneration has been provided and paid in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the companies Act, 2013.

12. The company is not a Nidhi company and hence this clause is not applicable.

13. In our opinion and according to the information and explanation given to us, all transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013 and are disclosed in the Financial Statements as required by the applicable accounting standards;

14. Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year;

15. Based on the representation given by the management, the company has not entered into any non-cash transactions with the directors or other persons connected to directors.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For SNB ASSOCIATES

Chartered Accountants

(Firm''s Registration No: 015682N)



S. LAKSHMANAN Place: Bengaluru Partner

Date : 16th May, 2016 Membership No: 20045


Mar 31, 2015

We have audited the accompanying standalone financial statements of Tata Coffee Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESpoNSIBILITY FoR The STANDALoNE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

auditor''s responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements

that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company, as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY

Requirements

1. As required by the companies (Auditor''s Report) Order 2015 ("the order") issued by the central government of India in terms of sub-section (11) of Section 143 of the Act, we give in the annexure a statement on the matters specified in paragraph 3 and 4 of the order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

(b) In our opinion, proper books of accounts as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of accounts.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditor''s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial Statements - Refer Note 2.34 and 2.35 to the financial statements.

(ii) The Company has made provision as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

(iii) There has been no delay in transferring amounts required to be transferred to the Investors Education and Protection Fund to the extent legally allowed to be transferred.

The Annexure referred to in our report to the Members of Tata Coffee Limited for the year ended on 31st March, 2015. We report that,

1. (i) The Company is maintaining proper records showing full particulars, including quantitative details and the situation of its fixed assets;

(ii) A major portion of fixed assets has been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed have been properly dealt with in the books of accounts;

2. (i) The management has conducted physical verification of

inventory at reasonable intervals;

(ii) In our opinion and according to the information and explanations given to us, the procedure for 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;

(iii) In our opinion company has maintained proper records of inventory. In respect of timber, the Company is in the Process of developing an inventory and verification system;

3. In our opinion and according to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to/ from the companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013;

4. In our opinion and according to the information and explanations provided to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regards to purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, no continuing major weakness has been noticed in the internal control system;

5. The Company has not accepted any deposits from the public;

6. In our opinion and according to the information and explanations given to us the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 in respect of the Company''s products.

7. (i) As per the records of the company and information

and explanations provided to us, the Company is generally regular in depositing with appropriate authorities undisputed amount of 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

applicable statutory dues. No undisputed amount was outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

(ii) As at the Balance Sheet date, the following are the details of disputed Income Tax, Excise Duty, Customs Duty, Service Tax, Sales Tax and Cess that have not been deposited with the concerned authorities;

Nature of Relevant Disputed Forum where dispute is pending Demand Financial amount Year (Rs in Lakhs)

Central 2003 - 04 8.34 Karnataka High Court Income Tax

2004 - 05 1.91 Karnataka High Court

2005 - 06 66.96 Before ITAT

2011 - 12 366.51 Before DRP

Appeal filed after 31/03/2015.

(iii) There has been no delay in transferring amounts required to be transferred to the Investors Education and Protection Fund to the extent legally allowed to be transferred.

8. The Company has neither accumulated losses at the end of the financial year nor incurred cash losses during the year and in the immediately preceding financial year.

9. Based on our audit procedures and the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders;

10. On the basis of the information and explanations given to us the Company has not given any guarantee for loans taken by others from bank or financial institutions.

11. During the year, the Company has not taken any term loans.

12. To the best of our knowledge and according to the information and explanations given to us, having regard to the nature of the Company''s business, no material fraud on or by the Company was noticed or reported during the year.

For SNB ASSOCIATES Chartered Accountants Firm''s Registration No. - 015682N

S. LAKSHMANAN Partner Membership No. 20045 Place : Bengaluru Date : 15th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of TATA COFFEE LIMITED (''the Company''), which comprise the Balance Sheet as at March 31, 2014, Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

Management of the Company is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

3. Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirement and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amount and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, and the financial statements give the information required by the Act in the manner so required 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 March 31, 2014;

ii) In the case of the Statement of Profit and Loss 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.

5. Report on Other legal and Regulatory Requirements

(i) As required by the Companies (Auditor''s Report) order, 2003 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 of the matters specified in paragraph 4 and 5 of the said order.

(ii) Further to our comments in the Annexure referred to in Paragraph 5(i) above, as required by section 227(3) of the Act, we report that;

a. we have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt herewith comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

e. on the basis of the written representations received from the Directors and taken on records by the Board of Directors, none of the Director is disqualified, as at the balance sheet date, from being appointed as a Director in terms of section 274 (1) (g) of the Companies Act, 1956;

[Referred to in paragraph 5 of the Auditor''s report of even date to the Members of Tata Coffee Limited on the financial statements for the year ended March 31, 2014]

i. a. The Company is maintaining proper records showing full particulars, including quantitative details and the situation of its fixed assets;

b. A major portion of fixed assets has been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed have been properly dealt with in the books of accounts;

c. The assets disposed of during the year are not significant and therefore do not affect the going concern assumption;

ii. a. The management has conducted physical verification of inventory at reasonable intervals. In our opinion and according to the information and explanations given to us, the procedure for 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;

b. In our opinion company has maintained proper records of inventory. The discrepancies between the physical stocks and book stocks were not material and have been properly dealt with in the books of accounts;

iii. In our opinion and according to the information and explanation given to us, the Company has neither granted nor taken any loans, secured or unsecured to/from the companies, firms or other parties covered in the register maintained under Section 301 of the companies act, 1956;

iv. In our opinion and according to the information and explanation provided to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regards to purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system;

v. In our opinion and according to the information and explanation provided to us, there are no contracts and arrangements, the particulars of which needs to be entered in the register maintained under section 301 of the Companies Act, 1956;

vi. The Company has not accepted any deposits from the public;

vii. In our opinion, the company has a system of internal audit, which commensurate with the size and nature of its business;

viii. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government under Section 209(1) (d) of the Companies Act, 1956 for maintenance of Cost records in respect of Coffee, Coffee products and tea 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;

ix. a. As per the records of the company and information and explanations provided to us, the Company is generally regular in depositing with appropriate authorities undisputed amount of provident fund, investor education & protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise-duty, cess and other applicable statutory dues. No undisputed amount was outstanding as at 31st March 2014 for a period of more than six months from the date they became payable.

b. As at the Balance Sheet date, the following are the details of disputed Income Tax, Excise Duty, Customs Duty, Service Tax, Sales Tax and Cess that have not been deposited with the concerned authorities;

Nature of Relevant Disputed Forum Where dues Financial amount dispute is pending Year (In Lakhs)

Central 2003-04 8.34 Karnataka High Income Court

Tax 2004-05 1.91 Karnataka High Court

x. The Company has neither accumulated losses at the end of the financial year nor incurred cash losses during the year and in the immediately preceding financial year.

xi. Based on our audit procedures and the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders;

xii. Based on our examination and according to the information and explanations given 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. The Company is not a chit/nidhi/mutual benefit fund/ society.

xiv. The Company is not dealing or trading in shares, securities, debentures and other investments;

xv. On the basis of 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. During the year, the company has taken the term loans. In our opinion and according to the information and explanation given to us the term loans have been applied for the purposes for which they were obtained.

xvii. On the basis of our examination of the books of account and the information and explanation given to us, in our opinion, the funds raised by the Company on short-term basis have not been used for long-term investment.

xviii. 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.

xix. To the best of our knowledge and belief and according to the information and explanations given to us, for the debentures outstanding necessary security has been created as per the terms of the issue.

xx. The Company has not raised any money by public issues during the year.

xxi. To the best of our knowledge and according to the information and explanations given to us, having regard to the nature of the Company''s business, no material fraud on or by the Company was noticed or reported during the year.

For SNB ASSOCIATES

Chartered Accountants

Firm Registration No : 015682N



S.LAKSHMANAN

Place : Chennai Partner

Date : 13th May, 2014 Membership No. 20045


Mar 31, 2012

1. We have audited the attached Balance Sheet of Tata Coffee Limited (the Company) as at March 31, 2012 and also the related Profit and Loss Statement and the Cash Flow Statement for the year ended on that date annexed thereto. 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 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 mis-statement. 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, (hereinafter referred to as 'the Order') as amended by the Companies (Auditors Report) Order, 2004 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 Statement 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 Statement 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 written representations received from the directors as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 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 financial statements together with the notes there on and attached thereto give the information required by the Companies Act, 1956, 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 31st March, 2012;

b) in the case of Profit and Loss Statement, of the Profit for the year ended on that date;

c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT OF TATA COFFEE LIMITED

[Referred to in paragraph 3 of the Auditor's report of even date to the Members of Tata Coffee Limited on the financial statements for the year ended March 31, 2012]

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and the situation of its fixed assets;

(b) A major portion of fixed assets has been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed have been properly dealt with in the books of account;

(c) The assets disposed off during the year are not significant and therefore do not affect the going concern assumption.

ii. (a) The management has conducted physical verification of inventory at reasonable intervals. In our opinion and according to the information and explanations given to us, the procedure for 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;

(b) In our opinion, the Company has maintained proper records of inventory. The discrepancies between the physical stocks and the book stocks were not material and have been properly dealt with in the books of account.

iii. In our opinion and according to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to/from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

iv. In our opinion and according to the information and explanations provided to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

v. In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements, the particulars of which need to be entered in the register maintained under Section 301 of the Companies Act, 1956.

vi. The Company has not accepted any deposits from the public.

vii. In our opinion, the company has a system of internal audit, which is commensurate with the size and nature of its business.

viii. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government under Section 209(1) (d) of the Companies Act, 1956 for maintenance of Cost records in respect of Coffee, Coffee products and tea 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.

ix. (a) As per the records of the Company and information and explanations provided to us, the Company is generally regular in depositing with appropriate authorities undisputed amount of 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 applicable statutory dues. No undisputed amount was outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

(b) As at the Balance Sheet date, the following are the details of disputed Income Tax, Excise Duty, Customs Duty, Service Tax, Sales Tax and Cess that have not been deposited with the concerned authorities;

Nature Relevant Disputed Forum Where of dues Financial amount dispute is pending Year (In Lakhs)

Central 2003-04 8.34 Karnataka High Income Court Tax

2004-05 1.91 Karnataka High Court

x. The Company has neither accumulated losses at the end of the financial year nor incurred cash losses during the year and in the immediately preceding financial year.

xi. Based on our audit procedures and the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

xii. Based on our examination and according to the information and explanations given 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. The Company is not a chit/ nidhi/ mutual benefit fund/ society.

xiv. The Company is not dealing or trading in shares, securities, debentures and other investments.

xv. On the basis of 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. During the year, the company has taken the term loans. In our opinion and according to the information and explanation given to us the term loans have been applied for the purposes for which they were obtained.

xvii. On the basis of our examination of the books of account and the information and explanations given to us, in our opinion, the funds raised by the Company on short-term basis have not been used for long-term investment.

xviii. 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.

xix. To the best of our knowledge and belief and according to the information and explanations given to us, for the debentures outstanding necessary security has been created as per the terms of the issue.

xx. The management has disclosed the end use of money raised through partly convertible debentures in the Notes on Accounts to the financial statements vide Note No. 2.32. The said details have been verified by us.

xxi. To the best of our knowledge and according to the information and explanation given to us, having regard to the nature of the Company's business, no material fraud on or by the Company was noticed or reported during the year.

For SNB ASSOCIATES For N.M. RAIJI & CO.

Chartered Accountants Chartered Accountants

S. LAKSHMANAN J.M. GANDHI

Partner Partner

Membership No.: 20045 Membership No.: 37924

(Firm's Registration No.: 015682N) (Firm's Registration No.: 108296W)

Place : Bangalore

Date : 8th May, 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of Tata Coffee Limited (the Company) as at March 31, 2011 and also the related 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 mis-statement. 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, (hereinafter referred to as ‘the Order) as amended by the Companies (Auditors Report) Order, 2004 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 written representations received from the directors as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 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 financial statements together with the notes there on and attached thereto give the information required by the Companies Act, 1956, 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 March 31, 2011;

b. in the case of Profit and Loss Account, of the Profit for the year ended on that date;

c. in the case of Cash Flow Statement, of the cash flows for the year ended on that date;

ANNEXURE TO THE AUDITORS REPORT OF TATA COFFEE LIMITED [Referred to in paragraph 3 of the Auditors report of even date to the Members of Tata Coffee Limited on the financial statements for the year ended March 31, 2011]

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and the situation of its fixed assets;

(b) A major portion of fixed assets has been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed have been properly dealt with in the books of account;

(c) The assets disposed off during the year are not significant and therefore do not affect the going concern assumption.

ii. (a) The management has conducted physical verification of inventory at reasonable intervals. In our opinion and according to the information and explanations given to us, the procedure for 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;

(b) In our opinion, the Company has maintained proper records of inventory. The discrepancies between the physical stocks and the book stocks were not material and have been properly dealt with in the books of account.

iii. In our opinion and according to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to/from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

iv. In our opinion and according to the information and explanations provided to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

v. In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements, the particulars of which need to be

entered in the register maintained under Section 301 of the Companies Act, 1956.

vi. The Company has not accepted any deposits from the public.

vii. In our opinion, the Company has a system of internal audit, which is commensurate with the size and nature of its business.

viii. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government under Section 209(1) (d) of the Companies Act, 1956 for maintenance of Cost records in respect of Coffee, Coffee products and Tea 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.

ix (a) As per the records of the company and information and explanations provided to us, the Company is generally regular in depositing with appropriate authorities undisputed amount of provident fund, investor education & protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise-duty, cess and other applicable statutory dues. No undisputed amount was outstanding as at 31st March 2011 for a period of more than six months from the date they became payable;

(b) As at the Balance Sheet date, the following are the details of disputed Income Tax, Excise Duty, Customs Duty, Service Tax, Sales Tax and Cess that have not been deposited with the concerned authorities;

Nature Relevant Disputed Forum Where of dues Financial amount dispute is Year (In Lakhs) pending

Central 2000-01 13.82 Dy. Commissioner Income of Income Tax, Tax Bangalore

2003-04 8.34 Karnataka High Court

2004-05 1.91 Karnataka High Court

2005-06 66.96 Commissioner of Income Tax (Appeals) Bangalore

x. The Company has neither accumulated losses at the end of the financial year nor incurred cash losses during the year and in the immediately preceding financial year.

xi. Based on our audit procedures and the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

xii. Based on our examination and according to the information and explanations given 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. The Company is not a chit/nidhi/mutual benefit fund/ society.

xiv. The Company is not dealing or trading in shares, securities, debentures and other investments.

xv. On the basis of 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. During the year, the Company has taken the term loans. In our opinion and according to the information and explanation given to us the term loans have been applied for the purposes for which they were obtained.

xvii. On the basis of our examination of the books of account and the information and explanation given to us, in our opinion, the funds raised by the Company on short-term basis have not been used for long-term investment.

xviii. 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.

xix. To the best of our knowledge and belief and according to the information and explanations given to us, for the debentures outstanding necessary security has been created as per the terms of the issue.

xx. The management has disclosed the end use of money raised through partly convertible debentures in the note No. B2 of Schedule 13 to the financial statements. The said details have been verified by us.

xxi. To the best of our knowledge and according to the information and explanations given to us, having regard to the nature of the Companys business, no material fraud on or by the Company was noticed or reported during the year.



For SNB ASSOCIATES For N.M. RAIJI & CO. Chartered Accountants Chartered Accountants



S. LAKSHMANAN J.M. GANDHI Partner Partner Membership No.: 20045 Membership No.: 37924 (Firms Registration No.: 015682N) (Firms Registration No.: 108296W)

Place : Mumbai Date : 13th May, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of Tata Coffee Limited (the Company) as at 31st March, 2010 and also the related 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 mis-statement. 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, (hereinafter referred to as the Order) as amended by the Companies (Auditors Report) Order, 2004 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 written representations received from the directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March, 2010 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 financial statements together with the notes there on and attached thereto give the information required by the Companies Act, 1956, 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 31st March 2010;

b) in the case of Profit and Loss Account, of the Profit for the year ended on that date;

c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date;

[Referred to in paragraph 3 of the Auditors report of even date to the Members of Tata Coffee Limited on the financial statements for the year ended 31st March, 2010]

i. a) The Company is maintaining proper records showing full particulars, including quantitative details and the situation of its fixed assets;

b) A major portion of fixed assets has been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed have been properly dealt with in the books of account;

c) The assets disposed off during the year are not significant and therefore do not affect the going concern assumption.

ii. a) The management has conducted physical verification of inventory at reasonable intervals. In our opinion and according to the information and explanations given to us, the procedure for 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;

b) In our opinion, the Company has maintained proper records of inventory. The discrepancies between the physical stocks and the book stocks were not material and have been properly dealt with in the books of account;

iii. In our opinion and according to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured to/from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

iv. In our opinion and according to the information and explanations provided to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

v. In our opinion, and according to the information and explanations given to us, there are no contracts and

arrangements, the particulars of which need to be entered in to the register maintained under Section 301 of the Companies Act, 1956.

vi. The Company has not accepted any deposits from the public.

vii. In our opinion, the Company has a system of internal audit, which is 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 under Section 209(1) (d) of the Companies Act, 1956 for maintenance of Cost records in respect of Coffee and Coffee products 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.

ix. (a) As per the records of the Company and information and explanations provided to us, the Company is generally regular in depositing with appropriate authorities undisputed amount of provident fund, investor education & protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise-duty, cess and other applicable statutory dues. No undisputed amount was outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable.

(b) As at the Balance Sheet date, the following are the details of disputed Income-Tax, Excise Duty, Customs Duty, Service Tax, Sales-Tax and Cess that have not been deposited with the concerned authorities;

Nature Relevant Disputed Forum Where of dues Financial amount dispute is pending Year (in Lakhs) Central 2000-01 13.82 Asst. Commissioner Income of Income Tax, Tax Bangalore 2003-04 8.34 Income Tax Appellate Tribunal, Bangalore 2004-05 1.91 Income Tax Appellate Tribunal, Bangalore

x. The Company has neither accumulated losses at the end of the financial year nor incurred cash losses during the year and in the immediately preceding financial year.

xi. Based on our audit procedures and the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

xii. Based on our examination and according to the information and explanations given 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. The Company is not a chit/ nidhi/ mutual benefit fund/ society.

xiv. The Company is not dealing or trading in shares, securities, debentures and other investments.

xv. On the basis of 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. During the year, the company has taken the term loans. In our opinion and according to the information and explanations given to us the term loans have been applied for the purposes for which they were obtained.

xvii. On the basis of our examination of the books of account and the information and explanation given to us, in our opinion, the funds raised by the Company on short-term basis have not been used for long-term investment.

xviii. 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.

xix. To the best of our knowledge and belief and according to the information and explanations given to us, for the debentures outstanding necessary security has been created as per the terms of the issue.

xx. The management has disclosed the end use of money raised through partly convertible debentures in the note No. B2 of Schedule 12 to the financial statements. The said details have been verified by us.

xxi. To the best of our knowledge and according to the information and explanations given to us, having regard to the nature of the Companys business, no material fraud on or by the Company was noticed or reported during the year.

For SNB ASSOCIATES For N.M. RAIJI & CO. Chartered Accoun tan ts Chartered Accoun tan fs S. LAKSHMANAN J.M.GANDHI Partner Partner Membership No.: 20045 Membership No.: 37924 (Firms Registration No.: 015682N) (Firms Registration No.: 108296W)

Place :Mumbai Date: 13th May,2010

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