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Auditor Report of Balmer Lawrie Investments Ltd.

Mar 31, 2015

1) We have audited the accompanying financial statements of Balmer Lawrie Investments Limited, which comprise the Balance sheet as at March 31st, 2015, the Statement of Profit & Loss and Cash Flow Statement for the year the ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENT

2) The Management and Board of Directors of the company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules 2014. This responsibility 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; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that are 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

3) Our responsibility is to express an opinion on these 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 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.

4) An audit involves performing procedures to obtain audit evidence about the amounts 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 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

5) We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

6) In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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, its profit/loss and its cash flow for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

7) As required by the Companies (Auditor's Report) Order, 2015 (lithe 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 paragraphs 4 and 5 of the Order.

8) As required by section 143(3) of the Act, we further 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 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 & Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

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

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

(i) The company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note. 13 of the financial statements.

(ii) The company did not have any long term contracts including derivate contracts and as such the question of commenting on any material foreseeable losses thereon does not arise.

(iii) The company has transferred such amount which was required to be done to the Investor Education and Protection Fund on time.

9) As required by Section 143(5) of the Companies Act 2013, we further report on Directions of the Comptroller and Auditor General of India as under:

Sl. Auditor's Description No. Comments

1. If the Company has been selected for disinvestment, a complete status report in terms of valuation of Assets (including intangible assets and land) and Liabilities (including Committed& General Reserves) Not Applicable. may be examined including the mode and present stage of disinvestment process.

2. Please report whether there are There were no such any cases of waiver/ write off of case,reported during debts/ loans/ interest etc., the audit period. if yes, the reasons therefore and amount involved.

3. Whether proper records are The Company does not maintained for inventories have any fixed lying with third parties assets/ inventories. & assets received as gift Thus maintenance from Govt or other authorities. of records/ registers for assets including inventory is not required.

4. A report on age-wise analysis of As per the pending legal/arbitration cases information including the reasons of pendency and explanation and existence/ effectiveness of a received by the monitoring mechanism for management, no such expenditure on all legal cases cases are pending. (foreign and local) may be given.

Annexure referred to in Paragraph 7 of our Report of even date to the members of Balmer Lawrie Investments Limited on the accounts of the company for the year ended 31st March, 2015.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. There are no Fixed Assets in the Company; hence this clause is not applicable.

2. There are no Inventory in the Company and as such this clause is not applicable.

3. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Therefore, the provision of this clause of the Companies (Auditor's Report) Order,2015 is not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories, fixed assets, and for sale of goods & services. Further, on the basis our examination of the books and records of the company and according to the information and explanation given to us no major weaknesses in the internal controls has been noticed.

5. The Company has not accepted any deposits covered under section 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed there under.

6. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act 2013.

7. (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing undisputed statutory dues including Investor Education and Protection Fund, income tax and any other material Statutory dues, as applicable with the appropriate authorities and no statutory dues as on 31st of March, 2015 was outstanding for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and based on the records of the company examined by us there are no dues of income tax and other statutory dues which have not been deposited on account of any disputes except the following:

Name of the Nature of Dues Amount in Statute Rs.

Income Tax Demand under section 2,95,530.00 Act,1961 143(3) dt. 26.10.2010

Name of the Period to which the Forum where Statute amount relates dispute is pending

Income Tax A.Y.2008-09 CIT (Appeals) Kolkata Act,1961

(c) There has been no delay in transfer of sums to the Investor Education and Protection Fund during the year covered under audit.

8. The company has no accumulated losses and the company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

9. According to the records of the company examined by us and as per the information and explanation given to us, the company has not availed of any loans from any financial institution or banks and has not issued debentures.

10. According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year.

11. In our opinion and according to the information and explanation given to us the company has not raised any term loans during the year

12. During the course of our examination of the books of records of the company carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the year nor have we been informed of such instance by the management.

For S. K. Naredi & Co. Chartered Accountants Firm Registration No : 003333C

Rashmi Chhawchharia Place : Kolkata (Partner) Date : 27th May, 2015 Membership No. : 401727


Mar 31, 2014

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

Management''s Responsibility for the Financial statements

Management 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 misstatement, whether due to fraud or error.

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 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 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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.

opinion

In our opinion and to the best of our information and according to the explanations given to us, 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 31 March 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.

Report on other legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and

e. as per Notification No. G.S.R 829(E) dated 21.10.2003, issued under section 620(1) of the Companies Act, 1956 clause (g) of sub-section (1) of 274 of the Companies Act, 1956 is not applicable to the government companies.

Annexure to the Auditors'' Report

The Annexure referred to in our report to the members of "BALMER LAWRIE INVESTMENTS LTD." ("the Company") for the year ended 31st March 2014. We

report that:

1 There are no Fixed Assets in the Company, hence this clause in not applicable.

2 There is no inventory in the company and as such the clause is not applicable.

3 a. According to the information and explanations given to us, during the year, the Company had not granted any loans, secured or unsecured to companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (a) to (d) of the order are not applicable to the company and hence not commented upon.

b. According to the information and explanations given to us, during the year, the Company had not taken any loans, secured or unsecured from companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (e) to (g) of the order are not applicable to the company and hence not commented upon.

4 In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for purchases of inventory, fixed assets and with regard to the sale of goods & services. Further, on the basis of our examination of the books and records of the Company carried out in accordance with the auditing standards generally accepted in India we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal controls system.

5 In our opinion and according to the information and explanation given to us, there were no such contract or arrangement u/s 301 during the Financial Year.

6 The Company has not accepted any deposits from public pursuant to Section 58A and 58AA or any other relevant provision of the Act.

7 In .our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8 The Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

9 a. According to information and explanations given to us, and the records of the Company examined by us, the Company is generally regular in depositing undisputed statutory dues including Investor Education Protection Fund and other material statutory dues as applicable.

b. According to the information and explanation given to us, no undisputed amounts payable in respect of Investor Education and Protection Fund, income tax, and other material statutory dues were in arrears, as at 31st March 2014 for a period of more than six months from the date they became payable.

c. According to the information and explanation given to us, there are no dues of income tax and other statutory dues, which have been deposited with the appropriate authorities on account of any dispute except for the following:

Name Nature Amount Period to Forum of the of Dues in Rs. which the where Statute amount dispute is relates pending

Income Demand 295,530.00 A.Y ClT Tax under 2008-09 (Appeals) Act, 1961 Section Kolkata 143(3) dt. 26.10.2010

10 The Company has no accumulated losses and the company has not incurred cash losses in the current year and immediately preceding financial year.

11 In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to the financial institutions or banks.

12 According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence the maintenance of document and records does not arise.

13 In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund society. Therefore the proVisions of clause 4(xiii) of the Order are not applicable to the Company.

14 In Our opinion, the company is not dealing in or trading in shares, securities, debentures or other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

15 According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16 No term loans have been raised by the company during the year.

17 According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on a short-term basis, which have been used for long-term investment.

18 According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the registered maintained under section 301 of the Companies Act, 1956.

19 The Company has not issued any debentures.

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

21 Based upon the audit procedures performed for the purpose or reporting the true and fair view of the financial statements and according to the information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For s. K. Naredi & Co. Chartered Accountants Firm''s registration number: 003333C

Rashmi Chhawchharia Place: Kolkata Partner Date: 29th May, 2014 Membership Number: 401727


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of BALMER LAWRIE INVESTMENTS LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management 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 misstatement, whether due to fraud or error.

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 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 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, 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 ofthe balance sheet, ofthe state of affairs of the Company as at 31 March 2013;

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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and

e) as per Notification No. G.S.R 829{E) dated 21.10.2003, issued under section 620(1) of the Companies Act, 1956 clause (g) of sub-section (1) of 274 of the Companies Act, 1956 is not applicable to the government companies.

The Annexure referred to in our report to the members of "BALMER LAWRIE INVETMENTS LTD." (the Company") for the year ended 31 March 2013. We report that:

1) There are no Fixed Assets in the Company, hence this clause is not applicable.

2) There is no inventory in the company and as such the clause is not applicable.

3) a. According to the information and explanations given to us, during the year, the Company had not granted any loans, secured or unsecured to companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (a) to (d) of the order are not applicable to the company and hence not commented upon.

b. According to the information and explanations given to us, during the year, the Company had not taken any loans, secured or unsecured from companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (e) to (g) of the order are not applicable to the company and hence not commented upon.

4) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for purchases of inventory, fixed assets and with regard to the sale of goods & services. Further, on the basis of our examination of the books and records of the Company carried out in accordance with the auditing standards generally accepted in India we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal controls system.

5 a. In our opinion and according to the information and explanations given to us, the particulars of contract or arrangement referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

6 The Company has not accepted any deposits from public pursuant to Section 58A and 58AA or any other relevant provision of the Act.

7 In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8 The Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

9 According to information and explanations given to us, and the records of the Company examined by us, the Company is generally regular in depositing undisputed statutory dues including Investor Education Protection Fund and other material statutory dues as applicable.

b. According to the information and explanation given to us, no undisputed amounts payable in respect of Investor Education and Protection Fund, income tax, and other material statutory dues were in arrears, as at 31st March 2013 for a period of more than six months from the date they became payable.

11 In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the financial institutions or banks.

12 According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence the maintenance of document and records does not arise.

13 In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund society. Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14 In Our opinion, the company is not dealing in or trading in shares, securities, debentures or other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

15 According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16 No term loans have been raised by the company during the year.

17 According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on a short-term basis, which have been used for long- term investment.

18 According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the registered maintained under section 301 of the Companies Act, 1956.

19 The Company has not issued any debentures.

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

21 Based upon the audit procedures performed for the purpose or reporting the true and fair view of the financial statements and according to the information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For S. K. Naredi & Co.

Chartered Accountants

Firm''s registration number: 003333C

Rashmi Chhawchharia

Place: Kolkata Partner

Date: 30th May 2013 Membership number: 401727


Mar 31, 2012

We have audited the accompanying financial statements of Balmer Lawrie Investments Ltd. (The Company), which comprise the balance sheet as at 31st March, 2012, and the statement of Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto which we have signed under reference to this report.

1. Management is responsible for 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 accounting principles generally accepted in India, including accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

2 . Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. 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 of material misstatement.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement's presentation. We believe that the audit evidence we have obtained is appropriate to provide a basis for our audit opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amended) Order, 2004 (together the order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the Act), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us we give in the annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in Para 3 above, we report that:

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Subsection (3C) of Section 211of the Act 1956.

e) As Per Notification No. G.S.R 829(E) dated 21.10.2003, issued under section 620(1) of the Companies Act, 1956 clause (g) of sub-section (1) of section 274 of the Companies Act, 1956 is not applicable to Government companies.

5. In our opinion and to the best of our information and according to the explanations given to us, the said financial statement together with notes thereon annexed thereto, give in the prescribed manner the information required by the Companies Act, 1956 and give a true and fair view in conformity with the accounting policies generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

(ii) in the case of Statement of the Profit and Loss Account, 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.

1. There are no Fixed Assets in the Company, hence this clause in not applicable.

2. There is no inventory in the company and as such the clause is not applicable.

3. a. According to the information and explanations given to us, during the year, the Company had not granted any loans, secured or unsecured to companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (in) (a) to (d) of the order are not applicable to the company and hence not com mented upon.

b. According to the information and explanations given to us, during the year, the Company had not taken any loans, secured or unsecured from companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (e) to (g) of the order are not applicable to the company and hence not commented upon.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for purchases of inventory, fixed assets and with regard to the sale of goods & services. Further, on the basis of our examination of the books and records of the Company carried out in accordance with the auditing standards generally accepted in India we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal controls system.

a. In our opinion and according to the information and explanation given to us, the particulars of contract or arrangement referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

b. In our opinion and according to the information and explanation given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

6. The Company has not accepted any deposits from public pursuant to Section 58A and 58AA or any other relevant provision of the Act.

7. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. The Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

9. a. According to information and explanations given to us, and the records of the Company examined by us, the Company is generally regular in depositing undisputed statutory dues including Investor Education Protection Fund and other material statutory dues as applicable.

b. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, and other material statutory dues were in arrears, as at 31st March 2012 for a period of more than six months from the date they became payable.

c. According to the information and explanation given to us, there are no dues of income tax and other statutory dues, which have been deposited on account of any dispute except for the Demand of Rs. 2.96 lacs paid in protest with Commissioner of Income Tax (Appeal) for AY 2008-09 . Appeal is pending for disposal as on 31st March 2012.

10. The Company has no accumulated losses and the company has not incurred cash losses in the current year and immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to the financial institutions or banks.

12. According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence the maintenance of document and records does not arise.

13. In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. In Our opinion, the company is not dealing in or trading in shares, securities, debentures or other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. No term loans have been raised by the company during the year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on a short-term basis, which have been used for long-term investment.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the registered maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures.

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

21. Based upon the audit procedures performed for the purpose or reporting the true and fair view of the financial statements and according to the information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For and on behalf of

S. K. Naredi & Co.

Chartered Accountants

Firm Registration No -003333C

(Rashmi Chhawchharia)

Place: Kolkata Partner

Date: 18thMay, 2012 Membership No: 401727


Mar 31, 2011

1. We have audited the attached Balance Sheet of Balmer Lawrie Investments Limited as at 31st March, 2011, the related Profit & Loss Account for the year ended on that date and the Cash Flow Statement 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 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act 1956, as amended by Companies (Auditor's Report) (Amendment) Order, 2004, we enclose in the Annexure, a statement on the matter specified in paragraphs 4 & 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 purpose of our audit;

ii) In our opinion, proper books of accounts 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 & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

iv) In our opinion, the Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in section 211 (3C) of the Companies Act, 1956;

v) In our opinion and to the best of our information and according to the explanations given to us, the accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011 and

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

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

ANNEXURE referred to in Paragraph (3) of our report of even date

1. (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and accordingly, paragraph 4(iii) (b), (c) and (d) of the Order are not applicable.

(b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act and accordingly, paragraph 4(iii) (e),(f) and (g) of the Order are not applicable.

2. In our opinion and according to the information and explanations given to us there is an adequate internal control procedure commensurate with the size of the Company.

3. According to information and explanations given to us, there has been no contract and arrangement during the year, the particulars of which need to be entered into the register maintained under Section 301 of the Act.

4. The Company has not accepted any deposit from the public and hence the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules made there under are not applicable to the Company.

5. In our opinion, the Company has an adequate internal audit system commensurate with the size and nature of its business.

6. (a) According to the Company's records undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise duty, cess have generally been regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us, there were no undisputed dues in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues outstanding as on 31st March, 2011 for a period of more than six months from the date they became payable.

(c) According to the records of the company, there are no outstanding dues of income tax, sales-tax, wealth tax, service tax, custom duty, excise duty and cess as on 31st March, 2011 on account of any dispute.

7. The Company has no accumulated losses as on 31st March, 2011 and it has also not incurred cash losses in the current financial year and in the immediately preceding financial year.

8. In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

9. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

10. The company is not carrying on the business of a chit fund and is also not a nidhi/mutual benefit fund/society.

11. Though the Company is a non-banking finance company under the Reserve Bank of India Act, 1934, it is not in the business of trading in securities, debentures and other investments, in terms of the notification issued by the Reserve Bank of India.

12. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

13. 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.

14. The Company has not raised any fund by way of issue of debentures.

15. The Company has not raised any money by public issues.

16. Based upon the audit procedures performed and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the financial year 2010-2011.

17. No other clause of the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government, is applicable.

For J. Gupta & Co.

Chartered Accountants

Firm Registration No. 314010E

S. P. Datta

Place : Kolkata Partner

Date : 30th May, 2011 Membership No. 13852


Mar 31, 2010

1. We have audited the attached Balance sheet of Balmer Lawrie Investments Limited as at 31st March 2010 the related Profit & Loss Account for the year ended on that date and Cash Flow Statement 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 audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Govt, of India in terms of sub-section (4A) of section 227 of the Companies Act 1956, as amended by Companies (Auditors Report) (Amendment) Order, 2004, we enclose in the Annexure, a statement on the matter specified in paragraphs 4 & 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 purpose of our audit;

ii) In our opinion, proper books of accounts 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 & loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

iv) In our opinion, the Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report comply with accounting standards referred to in section 211 (3C) of the Companies Act, 1956;

v) In our opinion and to the best of our information and according to the explanations given to us, the accounts give the information required by the Companies Act. 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2010 and

b) In the case of the Profit & Loss Account, of the profit of the Company for the year ended on that date and,

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

ANNEXURE referred to in Paragraph (3) of our report of even date

1. a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties cov- ered in the register maintained under section 301 of the Companies Act, 1956.and accordingly, paragraph 4(iii) (b) (c) and (d) of the Order are not applicable.

b) The Company has not taken any loan secured or unsecured from companies, firms or other parties covered in the Register maintained under section 301 of the Companies and accordingly, paragraph 4(iii)(f), (g) of the Order are not applicable.

2. In our opinion and according to the information and explanations given to us there is an adequate internal control procedure commensurate with the size of the Company.

3. According to information and explanation given to us, there has been no contact and arrangement during the year, the particulars of which need to be entered into the register maintained under Section 301 of the Act.

4. The Company has not accepted any deposits from the public and hence the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules made there under are not applicable to the Company.

5. In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

6. a) According to the Companys records undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service-tax, custom duty, excise duty, cess have generally been regularly deposited with the appropriate authorities.

b) According to the information and explanation given to us, there were no undisputed dues in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service-tax, customs duly, excise duty, cess and other statutory dues outstanding as on 31st March, 2010 for a period of more than six months from the date they become payable.

c) According to the records of the Company, there are no outstanding dues of income tax, sales-tax, wealth tax, service tax, custom duty and cess as on 31st March 2010 on account of any dispute.

7. The Company has no accumulated losses as on 31st March 2010 and it has also not incurred cash losses in the current financial year and in the immediately preceding financial year.

8. In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

9. According to the information and explanations given to us based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

10. The Company is not carrying on the business of a chit fund and is also not a nidhi/mutual benefit fund/society.

11. Though the Company is a non-banking finance company under the Reserve Bank of India Act, 1934, it is not in the business of trading in securities, debentures and other investments, in terms of the notification issued by the Reserve Bank of India.

12. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by other from bank or financial institutions.

13. 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.

14. The Company has not raised fund by way of issue of debentures.

15. The Company has not raised any money by Public issues.

16. Based upon the audit procedures performed and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of the audit. However, an instance of accounting fraud / manipulation committed on a Joint Venture Company of the subsidiary Company (Balmer Lawrie & Co.Ltd) of the Company has been detected during the financial year 2009-10. Necessary provision has been made in the books of subsidiary Company.

17. No other clause of the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government, is applicable.



For J GUPTA & CO

Chartered Accountants

Firm Registration No.314010E

Place:Kolkata S.P.Datta

Date: 5th August 2010 Partner

Membership No. 13852


Mar 31, 2003

We have audited the attached Balance Sheet of Balmer Lawrie Investments Limited as at 31st March, 2003 and also the Profit & Loss Account of the Company for the financial year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion of these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 and Profit & Loss Account referred to in the report are in agreement with the books of account.

(d) In our opinion, the Profit & Loss Account and Balance Sheet comply with the accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

(e) On the basis of information and explanations given to us and representations received from the directors of the company, we report that no director is disqualified from being appointed as director of the company under Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956, as on 31st March, 2003.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the 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 31st March, 2003 and

(ii) in the case of the Profit & Loss Account, of the profit for the year ended on that date.

As required by the Manufacturing and Other Companies (Auditors Report) Order 1988 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as considered appropriate, we further report that:

1. In our opinion the rate of interest and other terms and conditions on which unsecured loans have been taken from companies or other parties listed in the register maintained under Section 301 of the Act are not prima facie, prejudicial to the interest of the Company.

2. In our opinion, the Company has an adequate Internal Audit system commensurate with the size and the nature of its business.

3. According to the information and explanations given to us, no undisputed amounts payable in respect of income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

4. During the course of our examination of books of account carried out in accordance with the generally accepted auditing practices, we have not come across any personal expenses which have been charged to revenue account.

5. The Company is not a sick industrial company within the meaning of Clause (O) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

6. Proper records have been maintained in respect of the transactions and contracts regarding shares, and timely entries have been done therein. The shares have been held by the company in its own name.

7. No other clause of Manufacturing and Other Companies (Auditors Report) Order 1988, issued by the Central. Government, are applicable.

For M. CHOUDHURY & CO. Chartered Accountants

M. CHOUDHURY Partner

19, R. N. Mukherjee Road Kolkata 700 001

Dated, the 25th June, 2003

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