Auditor Report of Balmer Lawrie Investments Ltd.

Mar 31, 2023

Report On The Audit Of The Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of BALMER LAWRIE INVESTMENTS Limited (‘the Company’), which comprise the Standalone Balance Sheet as at 31st March 2023, the Standalone Statement of Profit and Loss(including Other Comprehensive Income), and the Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information(hereinafter referred to as “Standalone financial Statements”)

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 Companies Act,2013 (‘the Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards )Rules 2015, as amended,(“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2023, the profit and total comprehensive Income, and changes in equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. We have determined that there are no key audit matters to be communicated in our report.

information other than the standalone Financial statements and auditors’ report Thereon

The Company’s Board of Directors is responsible for other information. The other information comprises the information included in the Company’s Annual Return but does not include the Financial Statements and our Auditor’s report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance 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 and financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with relevant rules issued there under.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and 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.

In preparing the Standalone Financial Statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the Audit of the Financial statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Evaluate the appropriateness and reasonableness of disclosures made by the board of directors in terms of the requirements specified under regulation 33 of the listing regulations.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure, and content of the Financial Statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the Standalone Financial Results of the Company to express an opinion on the Standalone Financial Results.

Materiality is the magnitude of misstatements in the Standalone Financial Results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Results.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 ("the Order”), issued by the Central Government Of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the ‘Annexure A’, a Statement on the matters specified in paragraphs 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 explanation which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, the standalone cash flow statement and the statement of changes in equity dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the aforesaid Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with relevant rules thereunder.

e) The provision of Section 164(2) of the Companies Act 2013 are not applicable to the Government Companies in terms of notification No GSR 463( E ) dated 5^th June 2015 issued by the Ministry of Corporate Affairs (MCA) , Government of India.

f) With respect to the adequacy of the 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 Auditors) Rules, 2014 as amended, in our opinion and to the best of our information and according to the explanations given to us

i. The Company does not have any pending litigations which does have any impact on its financial position in its financial statements ;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses,

iii. There has been no delay in transferring amounts, required to be transferred ,to the Investor Education and Protection Fund by the company.

iv. a) The management has represented that, to the best of its knowledge and belief, other

than has disclosed in the notes to the accounts ,no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entities, including foreign entities(“intermediaries”) with the understanding, whether recorded in writing or otherwise, that the intermediaries shall, whether, directly or indirectly lend or invest in other person or entities identified in any manner whatsoever by or on behalf of the company (“ultimate beneficiaries”) or provide any guarantee, security or the like on behalf of the ultimate beneficiaries;

b) The management has represented, that, to the best of its knowledge and belief, other than has disclosed in the notes to the accounts ,no funds have been received by the company or any person(s) or entities, including foreign entities(“funding parties”) with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other person or entities identified in any manner whatsoever by or on behalf of the funding party (“ultimate beneficiaries”) or provide any guarantee, security or the like on behalf of the ultimate beneficiaries; and

c) Based on such audit procedures that we have considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused to believe that representation under sub clause (i) and (ii) of Rule 11(e) as provide under (a) and (b) above, contain any material mis-statement.

V. As stated in note number 13 to the standalone financial statement:

a) The final dividend proposed for the previous year, declared and paid by the company during the year is in accordance with section 123 of the Act, as applicable.

b) The Board of Directors of the company have proposed final dividend for the year which is subject to the approval of the members at the ensuring Annual general meeting. The amount of dividend proposed in accordance with section 123 of the Act, as applicable.

VI. Provision to rule 3(1) of the companies(accounts) rules, 2014 for maintaining books of accounts using accounting software which has a feature of recording audit trail(edit log) facility is applicable to the company with effect from 1^st April 2023, and accordingly, reporting under Rule 11(g) of companies (Audit and Auditors) Rules,2014 is not applicable for the financial year ended 31^st March, 2023.

h) As required Under Section 143(5) of the Companies Act , 2013 we furnish in “Annexure C” compliance to the directions issued by the Comptroller & Auditor General of India after complying the suggested methodology of audit the action taken thereon and its impact on the accounts and financial statement of the Company.

For DBK ASSOCIATES Chartered Accountants FRN. 322817E PULAK CHATTERJEE (Partner)

dated: 30^th May, 2023 Membership No : 056493

Place: KOLKATA

UDIN: 23056493BGVEGW8837

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Mar 31, 2018

Report on the Financial Statements

1. We have audited the accompanying financial statements of Balmer Lawrie Investments Limited, which comprise the Balance Sheet as at 3 1 March, 2018, 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

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 of India 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 l33 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; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and 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.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. 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.

5. 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.

6. 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 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. 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.

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

Opinion

8. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2018;

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

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

Other Matter

9. The financial statements of the Company for the year ended 31 March 2017 were audited by another firm of chartered accountants, Bhattacharya Das & Co. who, vide their report dated 12 May, 2017 expressed an unmodified opinion on those financial statements.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by ‘the Companies (Auditor’s Report) Order, 2016’, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the “Order”), 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 explanations given to us, we give in the “Annexure A” statement on the matters specified in paragraphs 3 and 4 of the Order.

11. 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 account 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, 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 accompanying financial statements dealt with by this report 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 written representations received from the directors as on 31st March 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2018, from being appointed as a director in terms of Section 164(2) of the Act;

(f) with respect to the adequacy of the 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 II of the Companies (Audit and Auditors) 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 no. 13 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;

(h) As required Under Section 143(5) of Companies Act,2013 we furnish in “Annexure C” compliance to the directions issued by the Comptroller & Auditor General of India.

Referred to in paragraph 10 of the Independent Auditors’ Report of even date to the members of Balmer Lawrie Investments Limited on the financial statements for the year ended 31 st March 2018

i. The Company does not hold any fixed assets during the year ended 31 March, 2018. Therefore, the provisions of Clause 3(i) of the Order are not applicable to the Company.

ii. The Company does not hold any inventory, therefore, the provisions of Clause 3(ii) of the said Order are not applicable to the Company.

iii. According to the information and explanations given to us and based on the audit procedures conducted by us, the Company has not granted any loans, secured or unsecured, to companies, limited liability partnership firm, firms or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii)[(a), (b) and (c)] of the said order are not applicable to the Company.

iv. According to the information and explanations given to us and based on the audit procedures conducted by us, the company has neither granted any loan, guarantee security, nor purchased any investments so the provisions of Clause 3(iv) of the order is not applicable to the company.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act and the rules framed there under. Therefore, the provision of clause 3(v) of the order is not applicable to the company.

vi. The Central Government of India has not prescribed the maintenance of cost records under subsection (1) of Section 148 of the Act for any of the products of the Company.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including Income tax, GST and other material statutory dues, as applicable, with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31March, 2018 for a period of more than six months from the date of becoming payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax as at 31sl March, 2018 which have not been deposited on account of a dispute, are as follows:

Name of the statute	Nature of dues	Amount (Rs.)	Period to which the amount relates	Forum where the disput is pending
Income Tax Act - 1961	Demand under section 143(3) dt. 20.10 2010	2,95,530.00	A.Y.2008-09	CIT(Appeals)Kolkata

viii. As the Company does not have any borrowings from any financial institution or bank or Government nor has it issued any debentures as at the balance sheet date, the provisions of Clause 3(viii) of the Order are not applicable to the Company.

ix. The Company has not raised any money by way of term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. The company has not provided any managerial remuneration for the year ended 31 March, 2018. Therefore, the provisions of Clause 3(xi) of the Order are not applicable to the Company.

xii. The Company is not a nidhi company, accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and the records of the Company examined by us, all the transactions with related parties are in compliance with section 177 and 188 of the Companies Act, 2013 and has been properly disclosed in the Financial Statements as required by the applicable accounting standards.

xiv. According to the information & explanation given to us and the records of the Company examined by us, no money was raised through preferential allotment/private placements of shares/fully/partly convertible debentures during the year under review, hence, the provisions of Clause 3(xiv) of the said order is not applicable to the Company

xv. According to the information & explanation given to us and the records of the Company examined by us, Company has not entered into any non-cash transactions with directors or person connected with him.

Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. According to the information and explanations given to us, The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 as the Reserve Bank of India has exempted the Company to comply with the formalities of registration and minimum net owned funds, under the Notification No. DNBS.153/CGM(LMF)-200 1 dated December 10, 2001.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Balmer Lawrie Investments Limited as of 31 March, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedutes selected depend on our judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the Internal Financial controls over financial reporting to future periods are subject to risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018.

Place : Kolkata For D.K. Chhajer & Co.

Date: 21^st May 2018 Chartered Accountants

Firm Registration No. 304138E

Partner

Tapan K. Mukhopadhyay

Membership No. 017483

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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

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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

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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

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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

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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