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July 2008

Qualifications in certificate on corporate governance

By Himanshu V. Kishnadwala, Chartered Accountant
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New Page 3

Section B : Miscellaneous


2 Qualifications in certificate on corporate governance

BATA INDIA LTD. — (31-12-2007)

In our opinion and to the best of our information and
according to the explanations given to us, subject to the following :

1. Chairman of Audit Committee Meeting Mr. V. Narayanan was
not present in the Annual General Meeting held on 27th June 2007.

2. Code of conduct and quarterly results are not available
on the website of the company.


We certify that the Company has complied with the conditions
of Corporate Governance as stipulated in the above-mentioned Listing Agreement.

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