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Auditor Report of Balmer Lawrie & Company Ltd.

Mar 31, 2023

INDEPENDENT AUDITORâS REPORT

The Members of

Balmer Lawrie & Company Limited

Report on the Audit of Standalone Financial
Statements

Opinion

We have audited the standalone financial statements
of Balmer Lawrie & Company Limited (âthe
Companyâ), which comprise the balance sheet as
at 31st March 2023, and the statement of Profit and
Loss (including Other Comprehensive Income), the
statement of changes in equity and the statement
of cash flows for the year then ended, and notes to
the standalone financial statements, including a
summary of significant accounting policies and other
explanatory information in which are included the
returns for the year ended on that date audited by the
branch auditors of the Companyâs branches located
at Northern, Southern and Western Regions of the
country (hereinafter referred as âStandalone Financial
Statementsâ).

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 (âthe Actâ) 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, (âInd ASâ) and other accounting
principles generally accepted in India, of the state of
affairs of the Company as at March 31,2023, the profit

and total comprehensive income, 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 (âSAâs) specified under section 143(10) of
the Act. Our responsibilities under those Standards
are further described in the Auditorâs 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 (âICAIâ) together with the ethical requirements
that are relevant to our audit of the standalone
financial statements under the provisions of the Act
and the Rules made thereunder, and we have fulfilled
our other ethical responsibilities in accordance with
these requirements and the ICAIâs Code of Ethics.
We believe that the audit evidence obtained by us is
sufficient and appropriate to provide a basis for our
audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of
the current period. These matters were addressed
in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion
thereon, we do not provide a separate opinion on these
matters. We have determined the matters described
below to be the key audit matters to be communicated
in our report:

Emphasis of Matter

We draw attention to the following matters in the Notes

to the standalone financial statements, which describe

the uncertainty related to the outcome.

a) Note No. 42.8 which states that trade receivables,
loans and advances and deposits for which
confirmations are not received from the parties
are subject to reconciliation and consequential
adjustments on determination/ receipt of such
confirmation.

b) Note No. 42.30 which states that the Company has
not made any provision towards its investments
made in subsidiary, M/s Visakhapatnam Port
Logistics Park Limited (VPLPL).

c) Note No. 42.37 which states that the Company
had made payments/provision of certain portion
of demand raised by Syama Prasad Mookerjee
Port (SMP) which is under reconciliation. Balance
demand is shown under contingent liabilities
(Claims against the Company not acknowledged
as debts).

d) Note No. 23: âOther Trade Payableâ includes
the sundry creditor for expenses amounting to
Rs.322.62 Lakhs (P.Y. Rs. 322.57 Lakhs) of E&P
Division, Kolkata, which are lying unpaid since
long, as the matters are under litigation.

e) Note No. 42.19(i)(*) which states that as per the
order of Honâble National Company Law Tribunal
(NCLT), the demat account service provider has
unilaterally reduced the investment of the Company
in the shares (both equity and preference) of

M/s Transafe Services Limited (TSL). However,
the Company continues to display these quantities
of shares under its Investment (Refer Note No. 6-
âFinancial Assets- Investments- Non-Currentâ).

Our opinion is not modified in respect of the above
matters.

Information Other than the Financial Statements
and Auditorâs Report Thereon

The Companyâs Board of Directors is responsible for the
other information. The other information comprises the
information included in the Management Discussion
and Analysis, Boardâs Report including Annexures
to Boardâs Report, Business Responsibility Report,
Corporate Governance Report and Shareholder
Information, but does not include the standalone
financial statements and our auditorâs 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.

Responsibility of Management and those Charged
with Governance for the standalone Financial
Statements

The Companyâs Board of Directors is responsible
for the matters stated in section 134(5) of the Act
with respect to the preparation of these standalone
financial statements that give a true and fair view of
the financial position, financial performance, including
other comprehensive income, changes in equity and
cash flows of the Company in accordance with the Ind
AS and other accounting principles generally accepted
in India. 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 standalone
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
Companyâs 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 responsible for overseeing
the Companyâs financial reporting process.

Auditorâs responsibilities for the Audit of
Standalone 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 auditorâs 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 standalone financial statements.

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

â¢ Identify and assess the risks of material misstatement
of the standalone 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.

â¢ Obtain an understanding of internal financial
control 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.

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

â¢ Conclude on the appropriateness of managementâs
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
Companyâs ability to continue as a going concern.
If we conclude that a material uncertainty exists,
we are required to draw attention in our auditorâs
report to the related disclosures in the standalone
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 auditorâs report. However, future events
or conditions may cause the Company to cease to
continue as a going concern.

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

Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
standalone financial statements 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 statements.

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
financial 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 standalone
financial statements of the current period and are
therefore the key audit matters. We describe these
matters in our auditorâs 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.

Other Matter

We did not audit the financial statements/ information
of branches situated in Northern, Southern and
Western Regions included in the standalone
financial statements of the Company whose financial
statements/financial information reflect total assets of
Rs.1,24,236.80 Lakhs as at 31st March 2023 and
the total revenue of Rs.1,79,058.67 Lakhs for the year
ended on that date, as considered in the standalone
financial statements / information of these branches
have been audited by the branch auditors whose
reports have been furnished to us, and our opinion
in so far as it relates to the amounts and disclosures
included in respect of these branches, is based solely
on the report of such branch auditors.

Our opinion is not modified in respect of the above
matter.

Report on Other Legal and Regulatory
requirements

1. As required under section 143(5) of the of the
Companies Act, 2013, we give in the Annexure-A,
a Statement on the Directions / Sub-Directions
issued by the Comptroller and Auditor General of
India after complying the suggested methodology
of Audit, the action taken thereon and its impact
on the accounts and financial statements of the
Company.

2. As required by the Companies (Auditorâs Report)
Order, 2020 (âthe Orderâ), 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-B, a statement on the matters
specified in paragraphs 3 and 4 of the Order, to
the extent applicable to the Company.

3. 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 appears from our examination of
those books and proper returns adequate for
the purposes of our audit have been received
from the branches not visited by us.

c) The reports on the accounts of the branch
offices of the Company audited under Section
143(8) of the Act by branch auditors have
been sent to us and have been properly dealt
with by us in preparing this report.

d) The Balance Sheet, Statement of Profit and
Loss including Other Comprehensive Income,
Statement of Changes in Equity and Statement
of Cash Flow dealt with by this report are in
agreement with the books of account and with
the returns received from the branches not
visited by us.

e) In our opinion, the aforesaid standalone
financial statements comply with the Indian
Accounting Standards specified under
Section 133 of the Act, read with relevant rules
thereunder.

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

g) 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-C. Our report expresses
an unmodified opinion on the adequacy and
operating effectiveness of the Companyâs
internal financial controls over financial
reporting.

h) With respect to the other matters to be included
in the Auditorâs 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) As per records made available to us,
the Company has disclosed the impact
of pending litigations on its financial
position in its notes & its annexures to the
standalone financial statements - Refer
Note 42.3(a) and its Annexure âAâ to the
standalone financial statements.

ii) The Company does not have any material
foreseeable losses on long-term contracts
including derivative contracts.

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 itâs knowledge and
belief, other than as 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 entity(ies), including
foreign entities (âIntermediariesâ), with
the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, whether, directly
or indirectly lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf of
the Company (âUltimate Beneficiariesâ)
or provide any guarantee, security
or the like on behalf of the Ultimate
Beneficiaries;

b) The management has represented,
that, to the best of itâs knowledge
and belief, other than as disclosed in
the notes to the accounts, no funds
have been received by the Company
from any person(s) or entity(ies),
including foreign entities (âFunding
Partiesâ), with the understanding,

whether recorded in writing or
otherwise, that the Company shall,
whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(âUltimate Beneficiariesâ) 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 us to believe that the
representations under sub-clause
(i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any
material mis-statement.

v) As stated in Note No. 45 to the Standalone
Financial Statement

a) The Final Dividend proposed in 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 ensuing Annual
General Meeting. The amount of
dividend proposed is in accordance
with Section 123 of the Act, as
applicable.

vi) Proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 for maintaining
books of account using accounting
software which has a feature of recording
audit trail (edit log) facility is applicable
to the Company with effect from April 1,
2023, and accordingly, reporting under
Rule 11 (g) of Companies (Audit and
Auditors) Rules, 2014 is not applicable for
the financial year ended March 31,2023.

For B. K. SHROFF & CO.

Chartered Accountants
Firm Registration No.: 302166E

(P. K. SHROFF)
PARTNER

Place: Kolkata Membership No. : 059542

Date: 25^th May, 2023 UDIN: 23059542BGYEBD8745

Mar 31, 2018

Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Balmer Lawrie & Co. Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss(including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information(herein after referred to as Ind AS Financial Statements), in which are incorporated the returns for the year ended on that date audited by the Branch Auditors of the Companyâs branches located under Northern region, Western region and Southern region.

Managementâs Responsibility for the Ind AS Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance (including Other Comprehensive Income), cash flows and Changes in Equity of the Company in accordance with the accounting principles generally accepted in India, including theIndian Accounting Standards specified in the Companies( Indian Accounting Standards) Rules, 2015 (as amended) under section 133 of the Act.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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion on the standalone Ind AS 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 and applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of theInd AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation and fair presentation of the Ind AS 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 accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Ind AS financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us,the aforesaid standalone Ind AS 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 March 31, 2018;

(b) in the case of Statement of Profit and Loss(including Other Comprehensive Income), of the Profit for the year ended on that date;

(d) in the case of the Statement of Changes in Equity, of the changes in equity for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the Ind AS financial statements, which describe the uncertainty related to the outcome. Our opinion is not qualified in respect of this matter.

a) Note No. 24:- Non Financial Liabilities (Current) includes Unallocated Receipts Rs. 853.53 lakhs as on 31st March 2018 are subject to reconciliation and adjustment with Trade Receivable and Others Receivable

b) Note No.40.7:-Trade receivables, loans and advances and deposits for which confirmations are not received from the parties are subject to reconciliation and consequential adjustments on determination/ receipt of such confirmation.

Other Matter

a) Confirmation of outstanding balances of trade receivable, claims recoverable, various advances, deposits, trade payables and other liabilities was not made available for our verification. Further to above, as pointed out in the audit report of the Northern Region, 39% of the total debtors, mainly consisting of dues from Ministries and PSU clients, is above one year, against a maximum credit period of 120 days for the Tours and Travel division.

b) We did not audit the Ind ASfinancial statements of three (3) Regions included in the standalone Ind AS financial statements of the Company whose Ind AS financial statement reflect total assets of Rs. 105,819.29 lakhs as at 31st March 2018 and total revenue of Rs. 139,050.60 lakhs for the year ended on that date, as considered in the standalone Ind AS financial statements. The Ind AS financial statements of these regions have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these Regions, is based solely on the report of such branch auditors.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in the âAnnexure- Aâ, a statement on the matters specified in paragraphs 3 and 4 of the order.

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

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

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

c) The reports on the account of the three (3) Regions of the Company audited under section 143(8) of the act by branch auditors have been submitted to us and have been properly dealt with by us in preparing this report.

d) The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this report are in agreement with the books of accounts.

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

f) We are informed that provisions of Section 164(2) of the Act in respect of disqualification of directors are not applicable to the Company, being a Government Company in terms of notification no. G.S.R. 463(E) dated 5th June 2015 issued by Ministry of Corporate Affairs.

h) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 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 Ind AS financial statements - Refer Note 40.2(a) and (b) to the financial statements;

ii) The Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv) As required by section 143(5) of the Act, a statement on the matters specified as per directions given by the Comptroller & Auditor General of India, is given in âAnnexure- Câ.

i) In respect of its fixed assets:

a) The Company has generally maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

b) The Company has a regular programme of physical verification of its fixed assets by which plant and machinery are verified every year and other fixed assets are verified in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. As explained to us, in accordance with its program plant and machinery and certain other fixed assets were verified during the year and no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, title deeds of Immovable properties are held in the Name of the Company except to the extent of the properties and values specified in Note No.40.1(a) and (b) to the financial statements.

ii) The inventory of the Company except goods in transit has been physically verified during the year by the management. In our opinion, having regard to the nature and location of inventory the frequency of verification is reasonable and no material discrepancies were noticed on such verification.

iii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act 2013. Accordingly clauses 3(iii) (a) to 3(iii) (c) of the Order are not applicable.

iv) The Company has not given any loans, guarantees, securities or made Investments which is required to be complied with the provisions of section 185 and 186 of the Companies Act, 2013.

v) The Company has not accepted any deposits, according to the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed thereunder.

vi) We have broadly reviewed the cost record maintained by the Company in respect of the products of Grease and Lubricants, Industrial Packaging & Leather Chemicals where, pursuant to the Companies (Cost records and Audit) Rules, 2014 read with companies (Cost records and Audit) Amendment Rules, 2014 prescribed by the Central Government under section 148 of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost record with a view to determine whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the central government has not prescribed the maintenance of cost records for any other product of the Company.

vii) (a) According to the information and explanation given to us and the records of the Company examined by us, in our opinion, the Company has generally been regular in depositing undisputed statutory dues including provident fund, employeeâs state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess, Goods and Service Tax and other statutory dues to the appropriate authorities and there was no amount due for more than six months as at the last day of the financial year.

(b) The disputed statutory dues of income tax, sales tax, service tax, duty of customs, duty of excise and value added tax aggregating to Rs.10,918.67 lakhs have not been deposited as mentioned in Note No.40.2(a) to the financial statements showing the amounts involved and the forum where the dispute is pending.

viii) The Company has not defaulted in repayment of dues to any financial institutions or Banks as at the Balance Sheet date and there is no debenture holder.

ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans during the year under audit. Hence this clause is not applicable.

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 explanation given to us, we have neither come across any instance of material fraud by the company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the management.

xi) By virtue ofArticle 7A of the Articles ofAssociation of the company, the President of India is entitled to determine terms and conditions of appointment of the Directors. This inter alia includes determination of remuneration payable to the Whole- Time Directors. Hence this clause is not applicable.

xii) The Company is not a Nidhi Company. Hence this clause is not applicable.

xiii) According to the information and explanations provided to us and the records of the company examined by us, the Company has not been able to comply with the requirements of Section 177 in respect of composition of Audit Committee, since independent directors on the board are yet to be appointed by the Government of India.

All transactions of the Company with related parties are in compliance with Section 188 of Companies Act, 2013 where applicable and the details have been disclosed in the financial statement in Note No. 40.20(i) and (ii)to the financial statements as required by the applicable accounting standard.

xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Hence this clause is not applicable.

xv) The Company has not entered into any non-cash transactions with directors or persons connected with him. Hence this clause is not applicable.

xvi) The Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934. Hence this clause is not applicable.

Report on the Internal Financial Controls under Paragraph (i) of Sub-section 3 of section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of BALMER LAWRIE & CO. LIMITED (âthe Companyâ) as of 31st March 2018 in conjunction with our audit of the financial statement of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs 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 component 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 (âICAIâ). 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 Companyâs policies, the safeguarding of its assets, the prevention and detection of fraud 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.

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Companyâs internal financial control 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 âGuidance Noteâ) 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 whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting, assessing the risk whether material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedure selected depends on the auditorâs 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 Regionâs internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Companyâs 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 Companyâs Internal Financial Control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of record, that in reasonable detail, accurately and fairly reflect the transaction and disposition of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statement in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisation of management and directors of the Company; and (3) provide reasonable assurance regarding prevention and or timely detection of unauthorised acquisition, use or disposition of the Companyâs assets that could have 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 of improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projection of any evaluation of internal financial controls over financial reporting may become inadequate because of changes in condition, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has maintained , in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, 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 âInstitute of Chartered Accountants of Indiaâ.

For DUTTA SARKAR & CO.

Chartered Accountants

Firm Registration No. - 303114E

(Bijan Kumar Dutta)

Date : 29th May, 2018 Partner

Place : New Delhi Membership No. - 016175

Mar 31, 2017

Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Balmer Lawrie & Co. Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2017, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (herein-after referred to as Ind AS Financial Statements), in which are incorporated the returns for the year ended on that date audited by the Branch Auditors of the Companyâs branches located under Northern region, Western region and Southern region.

Managementâs Responsibility for the Ind AS Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance (including Other Comprehensive Income), Cash flows and Changes in Equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under section 133 of the Act. 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation and fair presentation of the Ind AS 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 accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Ind AS financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 March 31, 2017;

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

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

(d) in the case of the Statement of Changes in Equity, of the changes in equity for the year ended on that date.

Emphasis of Matters

a) Note No.40.7 : Trade receivables, loans and advances and deposits for which confirmations are not received from the parties are subject to reconciliation and consequential adjustments on determination/ receipt of such confirmation.

Other Matter

a) We did not audit the Ind AS financial statements of three (3) Regions included in the standalone Ind AS financial statements of the Company whose Ind AS financial statement reflect total assets of '' 92422.05 lakh as at 31st March 2017 and total revenue of '' 149054.33 lakh for the year ended on that date, as considered in the standalone Ind AS financial statements. The Ind AS financial statements of these regions have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these Regions, is based solely on the report of such branch auditors.

Report on Other Legal and Regulatory

Requirements

1. As required by the Companies (Auditorâs Report) Order, 2016 (â the order â) issued by the Central Government in terms of Section 143(11) of the Act, we give in the âAnnexure- Aâ, a statement on the matters specified in paragraphs 3 and 4 of the order.

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

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

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

d) The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this report are in agreement with the books of accounts.

i) The Company has disclosed the impact of pending litigations on its

Ind AS financial statements - Refer Note 40.2(a) and (b) 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv) The Company has provided requisite disclosure in its Ind AS financial statement as to holdings as well as dealings in specified bank notes during the period from 8th November 2016 to 30th December 2016 and these are in accordance with the books of accounts maintained by the company - Refer Note 40.29 to the Ind AS financial statements;

v) As required by section 143(5) of the Act, a statement on the matters specified as per directions given by the Comptroller & Auditor General of India, is given in âAnnexure- Câ.

i) In respect of its fixed assets :

(a) The Company has generally maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which plant and machinery are verified every year and other fixed assets are verified in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. As explained to us, in accordance with its programme plant and machinery and certain other fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, title deeds of Immovable properties are held in the Name of the Company except to the extent of the properties and values specified in Note No.40.1(a) and (b).

iii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

Accordingly clauses 3(iii) (a) to 3(iii) (c) of the Order are not applicable.

iv) The Company has not given any loans, guarantees, securities or made Investments which is required to be complied with the provisions of section 185 and 186 of the Companies Act, 2013.

vi) We have broadly reviewed the cost records maintained by the Company in respect of the products of Grease and Lubricants, Industrial Packaging & Leather Chemicals where, pursuant to the Companies (Cost records and Audit) Rules, 2014 read with companies (Cost records and Audit) Amendment Rules, 2014 prescribed by the Central Government under section 148 of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the central government has not prescribed the maintenance of cost records for any other product of the Company.

vii) (a) According to the information and

explanation given to us and the records of the Company examined by us, in our opinion, the Company has generally been regular in depositing undisputed statutory dues including provident fund, employeeâs state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues to the appropriate authorities and there was no amount due for more than six months as at the last day of the financial year.

(b) The disputed statutory dues of income tax, sales tax, service tax, duty of customs, duty of excise and value added tax aggregating to Rs. 11465.40 lakh have not been deposited as mentioned in Note No.40.2(a) to the accounts showing the amounts involved and the forum where the dispute is pending.

viii) The Company has not defaulted in repayment of dues to any financial institutions or Banks as at the Balance Sheet date and there is no debenture holder.

xi) By virtue of Article 7A of the Articles of Association of the company, the President of India is entitled to determine terms and conditions of appointment of the Directors. This inter alia includes determination of remuneration payable to the Whole-Time Directors. Hence this clause is not applicable.

xii) The Company is not a Nidhi Company. Hence this clause is not applicable.

xiii) According to the information and explanations provided to us and the records of the company examined by us, the Company has not been able to comply with the requirements of Section 177 in respect of composition of Audit Committee, since independent directors on the Board are yet to be appointed by the Government of India.

All transactions of the Company with related parties are in compliance with Section 188 of Companies Act, 2013 where applicable and the details have been disclosed in the financial statement in Note No. 40.20(i) and (ii) as required by the applicable accounting standard.

xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Hence this clause is not applicable.

xv) The Company has not entered into any non cash transactions with directors or persons connected with him. Hence this clause is not applicable.

xvi) The Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934. Hence this clause is not applicable.

Report on the Internal Financial Controls under Paragraph (i) of Sub-section 3 of section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of BALMER LAWRIE & CO. LIMITED (âthe Companyâ) as of 31st March 2017 in conjunction with our audit of the financial statement of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Companyâs internal financial control 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 âGuidance Noteâ) 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 whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal control system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting, assessing the risk whether material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedure selected depends on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

Meaning of Internal Financial Controls over Financial Reporting

A Companyâs 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 Companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of record, that in reasonable detail, accurately and fairly reflect the transaction and disposition of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statement in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (3) provide reasonable assurance regarding prevention and or timely detection of unauthorized acquisition, use or disposition of the Companyâs assets that could have material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Opinion

In our opinion the Company has maintained, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, 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 âInstitute of Chartered Accountants of Indiaâ.

For DUTTA SARKAR & CO.

Chartered Accountants

Firm Registration No. 303114E

(Partha Sarathi De)

Dated : 29.05.2017 Partner

Place : Kolkata Membership No. - 016727

Mar 31, 2016

We have audited the accompanying standalone financial statements of Balmer Lawrie & Co. Limited ("the Company"), which comprise
the Balance Sheet as at March 31, 2016, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and
a summary of significant accounting policies and other explanatory information, in which are incorporated the returns for the
year ended on that date audited by the Branch Auditors of the Company''s branches located under Northern region, Western region
and Southern region.

Managements Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 ("the Act")
with respect to the preparation of these standalone financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in
India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, 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

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be
included in the audit report under the provisions of the Act and the Rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 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 the Company''s Directors, as well as evaluating the
overall presentation of the financial statements.

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

Opinion

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;

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

Emphasis of Matters

We draw attention to the following Notes to the financial statements, which describe the uncertainty related to the outcome. Our
opinion is not qualified in respect of this matter.

a) Note No.26.7:- Trade receivables, loans and advances and deposits for which confirmations are not received from the parties
are subject to reconciliation and consequential adjustments on determination/ receipt of such confirmation".

b) Note No. 26.29: A case of misappropriation of cash through wrong adjustments was noticed in one units of the company during
the course of review of debtors in the month of January 2016. The company is presently undertaking a thorough reconciliation of
the relevant outstanding. Based on preliminary in-house enquiry, an amount of Rs. 34.58 Lakhs has now been identified as
defalcated and the same is provided for in the books. The case has since been handed over to investigating agency and necessary
further legal action will be taken thereafter

Other Matter

a) Confirmation of outstanding balances of trade receivable, claims recoverable various advances, deposits, trade payables and
other liabilities was not available for our verification

b) We did not audit the financial statements of three (3) Regions included in the standalone financial statements of the Company
whose financial statement reflect total assets of Rs. 85746.89 lac as at 31st March 2016 and total revenue of Rs. 231998.27 lac
for the year ended on that date, as considered in the standalone financial statements. The. financial statements of these
regions have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates
to the amounts and disclosures included in respect of these Regions, is based solely on the report of such Branch auditors.

Report on Other Legal and Regulatory Requirements

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

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

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

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

c) The reports on the account of the three (3) Regions of the Company audited under section 143(8) of the act by Branch auditors
have been submitted to us and have been properly dealt with by us in preparing this report.

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

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

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

h) 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, 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 statements- Refer Note 26.2(a) and (b) 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv) As required by section 143(5) of the Act, a statement on the matters specified as per directions given by the Comptroller &
Auditor General of India, is given in "Annexure- C".

i) In respect of its fixed assets:

a) The Company has generally maintained proper records showing full particulars, including quantitative details and situation of
the fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which plant and machinery are verified
every year and other fixed assets are verified in a phased manner over a period of three years which, in our opinion, is
reasonable having regard to the size of the Company and nature of its assets. As explained to us, in accordance with its
programme plant and machinery and certain other fixed assets were verified during the year and no material discrepancies were
noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
title deeds of Immovable properties are held in the Name of the Company except to the extent of the properties and values
specified in Note No.26.1 (a) and (b).

ii) The inventory of the Company except goods in transit has been physically verified during the year by the management. In our
opinion, having regard to the nature and location of inventory the frequency of verification is reasonable and no material
discrepancies were noticed on such verification.

iii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register
maintained under section 189 of the Companies Act 2013. Accordingly, clauses 3(iii) (a) to 3(iii) (c) of the Order are not
applicable.

iv) The Company has not given any loans, guarantees, securities or made Investments which is required to be complied with the
provisions of section 185 and 186 of the Companies Act, 2013.

v) The Company has not accepted any deposits, according to the directives issued by the Reserve Bank of India and the provisions
of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed thereunder.

vi) We have broadly reviewed the cost record maintained by the Company in respect of the products of Grease and Lubricants,
Industrial Packaging & Leather Chemicals where, pursuant to the Companies (Cost records and Audit) Rules, 2014 read with
companies (Cost records and Audit) Amendment Rules, 2014 prescribed by the Central Government under section 148 of the Companies
Act, 2013 and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made
a detailed examination of the cost record with a view to determine whether they are accurate or complete. To the best of our
knowledge and according to the information and explanations given to us, the central government has not prescribed the
maintenance of cost records for any other product of the Company.

vii) (a) The Company has generally been regular in depositing undisputed statutory dues including provident fund, employee''s
state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory
dues to the appropriate authorities and there was no amount due for more than six months as at the last day of the financial
year.

(b) The disputed statutory dues of income tax, sales tax, service tax, duty of customs, duty of excise and value added tax
aggregating to Rs. 10185.49 lac have not been deposited as mentioned in Note No.26.2(a) to the accounts showing the amounts
involved and the forum where the dispute is pending.

viii) The Company has not defaulted in repayment of dues to any financial institutions or Banks as at the Balance Sheet date and
there is no debenture holder.

ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and
term loans during the year under audit. Hence this clause is not applicable.

x) Attention is drawn to Note No. 26.29 where fraud has been detected on the Company during the year and according to the
information and explanation given to us no fraud by the Company has been noticed or reported during the year.

xi) By virtue of Article 7A of the Articles of Association of the company, the President of India is entitled to determine terms
and conditions of appointment of the Directors. The inter alia includes determination of remuneration payable to the Whole- Time
Directors. Hence this clause is not applicable.

xii) The Company is not a Nidhi Company. Hence this clause is not applicable.

xiii) According to the information and explanations provided to us and the records of the company examined by us, the Company has
not been able to comply with the requirements of Section 177 in respect of composition of Audit Committee, since independent
directors on the board are yet to be appointed by the Government of India.

All transactions of the Company with related parties are in compliance with Section 188 of Companies Act, 2013 where applicable
and the details have been disclosed in the financial statement in Note No. 26.20(i) and (ii) as required by the applicable
accounting standard.

xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures
during the year under review. Hence this clause is not applicable

xv) The Company has not entered into any non-cash transactions with directors or persons connected with him. Hence, this clause
is not applicable.

xvi) The Company is not required to be registered under section 45 lA of the Reserve Bank of India Act, 1934. Hence, this clause
is not applicable.

Directions under sections 143(5) of the Companies Act 2013

Sl.
No Direction Auditors'' Replies

1 Whether the company has clear title/ lease
Deeds for freehold and Details are
leasehold respectively? If not please state
the area of freehold and furnished in
leasehold land for which title/ lease deeds
are not available? Annexure "C- 1"

2 Whether there are any cases of waiver/
write off of debts/ loans/ Details are
interest etc. if yes, the reason there
for and amount involved furnished in
Annexure "C- 2"

3 Whether proper records are maintained for
inventories lying with third Not applicable
parties & assets received as gift/ grant(s)
from the Govt. or other authorities.

Direction under section 143(5) of the Companies Act 2013

Annexure - C - 1

Details of freehold and leasehold land for which title/ lease deeds are
not available as on 31.03.2016.

Sl
No. Location Area Remarks

1. Gopalpur Holiday home,Orissa 0.235 Acres Photocopy of Title
deed available.

2. Balmer Lawrie & Co. 21,
N. S. Road, 1 Bigha, Lease deeds available
Kolkata - 700 001 3 Katha,3
Cha- tak

3. Balmer Lawrie & Co. Faridabad 61005 Sq. Original Title deeds
yards not available

4. 9B,Queens Park, Kolkata
- 700 019 2 Bigha, Lease deeds available
6 Katha, and
7 Chatak

5. Bishram Kutir, Puri Bunglow 1 Acre Lease deeds available

6. 96,Tollygunge Circular Road,
Kolkata - 700 053 896 Sq. ft Lease deeds available

7. Trivoli court lA Ballygunge
Circular Road, 2257.55
Sq. ft Lease deeds available
Kolkata - 700 019

8. 39, Ballygunge Circular
Road, Kolkata - 700 019 1 Bigha, 9 Lease deeds available
Katha, 7
Chatak

9. Himadri Apartments, Flat
no. 40, 22 Ballygunge 1800 Sq. Ft Lease deeds available
Park Road, Kolkata - 700 019

10. Ajanta Appartments, 10
Gurusaday Road, 2000 Sq.Ft Lease deeds available
Kolkata - 700 019

11. Golf Link Appartment,50,
Chanditala Lane, 1000 Sq. Ft Lease deeds available
Block D, 1st Floor,
Kolkata - 700 040

12. New Beerbhoom Coal Co. Ltd.
Asansol, 5353.16
Sq. Mtr Lease not renewed
Burdawan after year 2000.

13. SF,Annapurna Appartments
224 & 224/1, 1485 sq. ft Lease deeds
A.J.C Bose Road,
Kolkata - 700 017 available.

14. Container & Cylinder
Division 2921.05
Sq.Mtr Lease Deed expired
on 31.05.2005
and on 19.01.2002.
Renewed Lease Deed
not available.

15. Barrel Division
Sewree,Mumbai 2653.99 Certified True Copy
Sq. Mtr found.

16. 5 J.N. Heredia Marg,
Ballard Estate, - Original lease deeds
Mumbai - 400001 not available.

17. Industrial Packaging
Division, Plot No. - G15, G16 lease deed
G-15,G-16, G-17,
MIDC, Taloja, with MIDC pending
Industrial Area,
Maharashtra - 410208 for Registration. G17
registered lease
deed is found.

18. Survey No. 201/1,
Sayli Village, Original Title deeds/
Silvassa - 396230 lease deeds not
available. Copy of
agreement found.

19. Survey No. 23/1/1,
KhadoliVillage, Original Title deeds/
Silvassa - 396230 lease deeds not
available. Copy of
agreement found.

20. BL Housing complex,
Plot No. 1-1& 1-2, 2413 sq. Mts Photocopy of MOU
Sector 2, Phase II,
Nerul, Navi Mumbai
400 706 with CIDCO available.

Direction under section 143(5) of the Companies Act 2013

Annexure - C - 2

Details of write-off of debts, advances, deposits and fixed assets etc.
as on 31.03.2016 Sl.

Sl. Reasons for write-offs 31-03-2016
No.

1. Debts

Liquidated Damage 33.80

Difference in Excise Duty 3.85

Closed Business/Party not traceable 46.38

Adhoc Deduction by customers/Reconciliation Problem 10.81

Quality related Problem I damaged goods 5.08

Cancellation Charges, Service Tax not paid by
customers 7.32

Service Charges/ No Show tickets etc

Price differential not paid by customers 19.13

Difference of VAT, CST 11.56

Demurrage Charges/Port charges/Transit Penalty 3.36

TDS receivable 28.85

82.84

TOTAL 252.98

2. Loans & Advances

Claims short settled by Insurance Co. 10.32

Detention charges/Tpt charges 0.38

TOTAL 10.70

3. Inventory

Rejected barrels not brought back from customers
(Greases) 64.50

TOTAL 11.29

4. Deposits

Sundry Deposits written off 11.29

5. Fixed Assets

Fixed Assets written off 2.39

TOTAL 2.39

6. Write off of debts/ deposits against provisions
made in earlier 140.48
years

GRAND TOTAL 482.34

For Dutta Sarkar & Co.

Chartered Accountants

FRN:303114E

Mainak Chakrabarti

Partner

Membership No:063052

Place : Kolkata

Date : 26th May, 2016

Mar 31, 2015

We have audited the accompanying standalone financial statements of Balmer Lawrie & Co.Ltd. ("the company"), which comprise the Balance Sheet as at 31st March, 2015 the statement of Profit and Loss and the Cash Flow statement for the year then ended, and a summary of the significant accounting policies and other explanatory information, in which are incorporated the accounts of the Southern Region, Northern Region, Western Region of the Company for the year ended on that date audited by the Regional Auditor of the Company in accordance with the letter of appointment issued by Comptroller & Auditor General of India,

Management's Responsibility for the Standalone Financial Statements

The Company, Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting principles generally accepted in india, including the accounting standards specified under section 133 of the Act, read with rule 7 of the companies (Accounts ) Rules 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accouting policies; making judgements and estimate that are resonable 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, relevent 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

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

We have taken into account the provisions of the act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's 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 the accounting policies used and the reasonableness of the accounting estimates made by the company's Directors as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

a. Note No-26.7:-Trade receivables, loans and advances and deposits of which confirmations are not received from the parties are subject to reconciliation and consequential adjustments on determination/ receipt of such confirmation.

b. Note No-26.29:- Change in inventory valuation of semi -finished goods and finished goods in respect of Industrial Packaging division and Leather chemicals division consequent to implementation of SAP and the impact of such change on the profit is not ascertainable.

Our opinion is not modified on these matters.

OTHER MATTER

We did not audit the financial statement of three (3) Regions included in the standalone financial statements of the compnay whose financial statements reflect total assets of Rs. 80,874.65 lacs as at 31st March, 2015 and total revenue of Rs. 2,33,764.36 lacs for the year ended on that date,as considered in the standalone financial statements. The financial statements of these Regions have been audited by the Regional auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these Regions,is based solely on the report of such Regional auditors.

Report on Other Legal and Regulatory Requirments

1. As required by the Companies (Auditor's Report) Order, 2015 ("the order") issued by the Central Government in terms of Section 143(11) of the Act,we give in the Annexure-A, a statement on the matters specified in paragraphs 3 and 4 of the order.

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

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

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

(c) The reports on the account of the three (3) Regions of the company audited under section 143(8) of the act by Regional auditors have been sent to us and have been properly dealt with by us in preparing this report.

(d) The Balance Sheet, the statement of profit and loss and the cash flow statement dealt with by this report are in agreement with the books of account.

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

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

(g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanation given to us :

i. The company has disclosed the impact of pending litigations on its financial statements- Refer Note 26.2(a) &(b) to the financial statements;

ii. The Company did not have any such 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

3. As required by section 143(5) of the Act, a statement on the matters specified as per directions given by the comptroller & Auditor General of India, is given in Annexure-B

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(i) In respect of its fixed assets:

(a) The Comapny has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The company has a regular programme of physical verification of its fixed assets by which Plant and Machinery are verified every year and other fixed assets are verified in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. As explained to us, in accordance with its programme plant and machinery and certain other fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(ii) In respect of its inventories:

(a) The inventory of the company expect goods in transit has been physically verified during the year by the management. In our opinion, having regard to the nature and location of inventory, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of records of inventory, in our opinion, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. Accordingly, clause 3(iii)(a) to 3(iii)(b) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that certain items purchased are of special nature and for which suitable alternative sources are not readily available for obtaining comparative quotations, there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventories, fixed assets and for the sales of goods and services. Further on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknesses in such internal control. The company has taken steps to strengthen the internal control system regarding management of debtors and is in the process of further strengthening the same. During the year the company has implemented SAP system in phase wise manner for accounting and operational control.

(v) According to information and explanations given to us, the company has not accepted any deposits from public during the year and therefore the directives issued by the Reserve bank of India and the provision of Sections 73 to 76 or any other relevant provision of the Companies Act, 2013 and the rules framed there under are not applicable to the Company.

(vi) We have broadly reviewed the cost records maintained by the company in respect of the products of Grease and Lubricants ,Industrial Packaging & Leather Chemical where, pursuant to the Companies (cost Records and Audit) Rules, 2014 read with companies (cost Records and audit) Amendment Rules, 2014 prescribed by the central government under section 148 of the companies act, 2013 and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the central government has not prescribed the maintenance of cost records for any other product of the company.

(vii) According to the information and explanations given to us and the records of the company examined by us :

(a) The company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including Provident fund, Employees state insurance, income tax, sales tax, wealth tax, service tax, customs Duty and excise duty, value added tax, cess and any other material statutory dues applicable to the Company.

(b) There were no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, Duty of customs, Duty of excise or value added tax, cess and other material statutory dues in arrears as at 31st March, 2015 for a period of more than 6 months from the date they became payable.

(c) The particulars of dues of income tax , sales tax, service tax,excise duty, value added tax and cess as at 31st March, 2015 aggregating to Rs. 9418.35 lacs; which have not been deposited on account of a dispute, as mentioned in Note no.26.2(a) to the Accounts showing the amounts involved and the forum where dispute is pending.

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

(viii) The company has no accumulated losses as at 31st March, 2015 and it has not incurred cash losses during the financial year ending 31st March, 2015 and immediately preceding financial year.

(ix) According to the records of the Company examined by us and the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to any financial institutions, banks or debentures holders as at the Balance Sheet date.

(x) In our opinion and 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. Accordingly, the provision of clause 3(x) of the Order are not applicable to the Company.

(xi) According to the information and explanation given to us, the Company has not taken any term loan during the year.

(xii) During the course of our audit, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company nor reported during the year, nor have we been informed of such case by the management.

For Vidya and Co. Chartered Accountants FRN:308022E

CA Sarad Jha Partner Membership No : 050138

Place : Kolkata Date : 27th May, 2015

Mar 31, 2014

We have audited the accompanying financial statements of Balmer Lawrie & Co Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, in which are incorporated the accounts of the Regions audited by Branch Auditors in accordance with the letter of appointment issued by the Comptroller and Auditor General of India.

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") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of Companies Act 2013. 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 but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. 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.

Emphasis of Matter

We draw attention to:

1. Note No. 26.31 : Change in depreciation rates on items given under furniture equipment scheme of employees and the effect of such revision resulted in reduction of current year profit by Rs 13,84,868/-

2. Note No. 26.29 : Change in Inventory valuation of semi finished goods and finished goods in respect of Industrial Packing Division consequent to implementation of SAP and impact of such change on the profit is not ascertainable.

Our opinion is not qualified in respect of above matters.

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:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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.

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 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013;

e) Since the Company is a Government Company, the provIsions of the Section 274(1)(g) of the Act relating to disqualifications of directors are not applicable, vide Government of India, Department of Company Affairs Notification No. GSR 829(E) dated 21st October, 2003.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in our report to the members of Balmer Lawrie & Co Ltd ("the Company") on the accounts of the Company for the year ended 31 March, 2014. We report that:

(i) a. The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b. The company has a regular programme of physical verification of its fixed assets by which Plant and Machinery are verified every year and other fixed assets are verified in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. As explained to us, in accordance with its programme plant and machinery and certain other fixed assets were verified during the year and no material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanations given to us, the Company has not disposed off a substantial part of the fixed assets during the year, and therefore, does not affect the going concern assumption.

(ii) a. The inventory of the Company has been physically verified during the year by the management. In our opinion, having regard to the nature and location of inventory, the frequency of verification is reasonable.

b. In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of records of inventory, in our opinion, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) As represented to us, there are no companies, firms, or other parties to be listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, requirement of clauses (iii)(a) to (iii)(g) of paragraph 4 of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that certain items purchased are of special nature and for which suitable alternative sources are not readily available for obtaining comparative quotations, there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventories, fixed assets and for the sales of goods and services. Further on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknesses in such internal control. The company has taken steps to strengthen the internal control system regarding management of debtors and is in the process of further strengthening the same. During the year the Company has implemented SAP system in phase wise manner for accounting and operational control.

(v) In view of our comment in paragraph (iii) above, clauses (v)(a) and (v)(b) of paragraph 4 of the Order in respect of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, and transactions made in pursuance of such contracts or arrangements exceeding the value of Rs 5 lacs in respect of any party, are not applicable to the company.

(vi) The Company has not accepted any deposits from the public within the meaning of the Sections 58A and 58AA the Companies Act, 1956 and the Rules framed there under.

(vii) In our opinion, the Company''s present internal audit system as conducted in phased manner, by a firm of Chartered Accountants, is commensurate with its size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company in respect of the products of Grease and Lubricants, Industrial Packaging & Performance Chemical where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under Section 209(1) (d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and

maintained. We have, however, not made a detailed examination of such records with a view to determine whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government under the aforesaid Act has not prescribed the maintenance of cost records for any other products or services of the Company.

(ix) According to the information and explanations given to us and the records of the Company examined by us:

a) The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty and Excise Duty, Cess and any other material statutory dues applicable to the Company.

b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax and other material statutory dues in arrears as at 31st March, 2014 for a period of more than 6 months from the date they became payable.

c) The particulars of dues of Income Tax, Sales Tax, Service Tax, Excise Duty and Cess as at 31st March, 2014 aggregating to Rs 18972.80 Lacs which have not been deposited on account of a dispute, as mentioned in Note no. 26.2(a) to the Accounts showing the amounts involved and the forum where dispute is pending.

(x) The Company has no accumulated losses as at 31st March, 2014 and it has not incurred cash losses during the financial year ending 31st March, 2014 and immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institutions, banks or debenture holders as at the Balance Sheet date.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has maintained adequate documents and records in respect of loans and advances granted to a

party on the basis of security by way of pledge of shares.

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

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause (xiv) of paragraph 4 of the Order are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) According to the information and explanations given to us, the Company has not taken any term loan during the year.

(xvii) On an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis which have been used for long term investment during the year.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures during the year and therefore no amount is outstanding in respect of debentures as on the Balance Sheet date.

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

(xxi) During the course of our audit, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company nor reported during the year, nor have we been informed of such case by the management.

For VIDYA & co. Chartered Accountants FRN: 308022E CA Sarad Jha Partner Membership No.: 050138

Place : Kolkata Date: 29th May, 2014

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Balmer Lawrie & Co. Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, in which are incorporated the accounts of the Regions audited by Branch Auditors in accordance with the letter of appointment issued by the Comptroller and Auditor General of India.

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:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

c) in the case of 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 ("theOrder")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 subsection (3C) of section 211 of the Companies Act, 1956;

e) Since the Company is a Government Company, the provIsions of the Section 274(1)(g) of the Act relating to disqualifications of directors are not applicable, vide Government of India, Department of Company Affairs Notification No. GSR 829(E) dated 21st October, 2003.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in our report to the members of Balmer Lawrie & Co Ltd ("the Company") on the accounts of the Company for the year ended 31 March, 2013. We report that:

(i) a. The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b. The company has a regular programme of physical verification of its fixed assets by which Plant and Machinery are verified every year and other fixed assets are verified in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. As explained to us, in accordance with its programme plant and machinery and certain other fixed assets were verified during the year and no material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanations given to us, the Company has not disposed off a substantial part of the fixed assets during the year, and therefore, does not affect the going concern assumption.

(ii) a. The inventory of the Company has been physically verified during the year by the management. In our opinion, having regard to the nature and location of inventory, the frequency of verification is reasonable.

b. In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of records of inventory, in our opinion, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) As represented to us, there are no companies, firms, or other parties to be listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, requirement of clauses (iii)(a) to (iii)(g) of paragraph 4 of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that certain items purchased are of special nature and for which suitable alternative sources are not readily available for obtaining comparative quotations, there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventories, fixed assets and for the sales of goods and services. Further on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknesses in such internal control. The company has taken steps to strengthen the internal control system regarding management of debtors and is in the process of further strengthening the same.

(v) In view of our comment in paragraph (iii) above, clauses (v)(a) and (v)(b) of paragraph 4 of the Order in respect of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, and transactions made in pursuance of such contracts or arrangements exceeding the value of Rs. 5 lacs in respect of any party, are not applicable to the company.

(vi) The Company has not accepted any deposits from the public within the meaning of the Sections 58A and 58AA the Companies Act, 1956 and the Rules framed there under.

(vii) In our opinion, the Company''s present internal audit system as conducted in phased manner, by a firm of Chartered Accountants, is commensurate with its size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company in respect of the products of Grease and Lubricants (petroleum products) and Industrial Packaging where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under Section 209(1) (d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of such records with a view to determine whether they are accurate or complete.

To the best of our knowledge and according to the information and explanations given to us, the Central Government under the aforesaid Act has not prescribed the maintenance of cost records for any other products or services of the Company.

(ix) According to the information and explanations given to us and the records of the Company examined by us:

a) The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty and Excise Duty, Cess and any other material statutory dues applicable to the Company.

b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax and other material statutory dues in arrears as at 31st March, 2013 for a period of more than 6 months from the date they became payable.

c) The particulars of dues of Income Tax, Sales Tax, Service tax, Excise Duty and Cess as at 31st March, 2013 aggregating to Rs. 8461.66 lacs; which have not been deposited on account of a dispute, as mentioned in Note no. 26.2(a) to the Accounts showing the amounts involved and the forum where dispute is pending.

(x) The Company has no accumulated losses as at 31st March, 2013 and it has not incurred cash losses during the financial year ending 31st March, 2013 and immediately preceding financial years.

(xi) According to the records of the Company examined by us and the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institutions, banks or debenture holders as at the Balance Sheet date.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has maintained adequate documents and records in respect of loans and advances granted to a party on the basis of security by way of pledge of shares.

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

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause (xiv) of paragraph 4 of the Order are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) According to the information and explanations given to us, the Company has not taken any term loan during the year.

(xvii) On an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis which have been used for long term investment during the year.

(xviii)The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures during the year and therefore no amount is outstanding in respect of debentures as on the Balance Sheet date.

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

(xxi) During the course of our audit, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company nor reported during the year, nor have we been informed of such case by the management.

For Vidya and Co.

Chartered Accountants

FRN:308022E

CA Sarad Jha

Partner

Membership No. : 050138

Place: Kolkata

Date: 29th May, 2013

Mar 31, 2012

1. We have audited the attached Balance Sheet of Balmer Lawrie & Co. Limited ('the Company') as at 31st March, 2012, and also the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date annexed thereto, in which are incorporated the accounts of the Regions audited by Branch Auditors in accordance with the letter of appointment issued by the Comptroller and Auditor General of India. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these fi -nancial statements based on our audit.

2. We have 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 fi nancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and signifi cant 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 (as amended) ['the Order'] issued by the Central Government of India in terms of Section 227(4A) of the 'Companies Act 1956' (the Act), we enclose in the Annexure hereto a statement on the matters specifi ed in paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 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 it appears from our examination of those books. The related Branch Auditor's Reports have been forwarded to us and have been appropriately dealt with in preparing this report.

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

d. In our opinion, the Balance sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

e. Since the Company is a Government Company, the provisions of the Section 274(1) (g) of the Act relating to disqualifi cations of directors are not applicable, vide Government of India, Department of Company Affairs Notifi cation No. GSR 829(E) dated 21st October,2003.

f. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the notes and accounting policies thereon and annexed thereto, 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, 2012;

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

(iii) in the case of the Cash Flow Statement, of the cash fl ows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT (Referred to in paragraph 3 of our Report of even date)

(i) a. The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b. The company has a regular programme of physical verifi cation of its fixed assets by which Plant and Machinery are verifi ed every year and other fixed assets are verifi ed in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. As explained to us, in accordance with its programme plant and machinery and certain other fixed assets were verifi ed during the year and no material discrepancies were noticed on such verifi cation.

c. In our opinion and according to the information and explanations given to us, the Company has not disposed off a substantial part of the fixed assets during the year.

(ii) a. The inventory of the Company has been physically verifi ed during the year by the management. In our opinion, having regard to the nature and location of inventory, the frequency of verifi cation is reasonable.

b. In our opinion, the procedures of physical verifi cation of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of records of inventory, in our opinion, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verifi cation.

(iii) As represented to us, there are no companies, fi rms, or other parties to be listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, requirement of clauses (iii)(a) to (iii)(g) of paragraph 4 of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that certain items purchased are of special nature and for which suitable alternative sources are not readily available for obtaining comparative quotations, there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventories, fixed assets and for the sales of goods and services. Further on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknesses in such internal control. However, the internal control system regarding management of debtors and generation of scrap by the manufacturing units of the company needs to be further strengthened.

(v) In view of our comment in paragraph (iii) above, clauses (v)(a) and (v)(b) of paragraph 4 of the Order in respect of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, and transactions made in pursuance of such contracts or arrangements exceeding the value of Rs. 5 lakhs in respect of any party, are not applicable to the company.

(vi) The Company has not accepted any deposits from the public within the meaning of the Sections 58A and 58AA of the Companies Act, 1956 and the Rules framed there under.

(vii) In our opinion, the Company's present internal audit system as conducted in phased manner, by a fi rm of Chartered Accountants, is commensurate with its size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company in respect of the products of Grease and Lubricants (petroleum products) and Industrial Packaging where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under Section 209(1) (d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of such records with a view to determine whether they are accurate or complete.

To the best of our knowledge and according to the information and explanations given to us, the Central Government under the aforesaid Act has not prescribed the maintenance of cost records for any other products or services of the Company.

(ix)a. According to the information and explanations given to us and the records of the Company examined by us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty and Excise Duty, Cess and any other material statutory dues applicable to the Company.

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, Sales Tax, Service tax, Excise Duty and Cess as at 31st March, 2012 aggregating to Rs.. 7,787.79 lakhs; which have not been deposited on account of a dispute, as mentioned in Note no. 26.2(a) to the Accounts showing the amounts involved and the forum where dispute is pending.

(x) The Company has no accumulated losses as at 31st March, 2012 and it has not incurred cash losses during the financial year ending 31st March, 2012 and immediately preceding financial years.

(xi) According to the records of the Company examined by us and the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institutions, banks or debenture holders as at the Balance Sheet date.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has maintained adequate documents and records in respect of loans and advances granted to a party on the basis of security by way of pledge of shares.

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

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause (xiv) of paragraph 4 of the Order are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) According to the information and explanations given to us, the Company has not taken any term loan during the year.

(xvii) On an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis which have been used for long term investment during the year.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures during the year and therefore no amount is outstanding in respect of debentures as on the Balance Sheet date.

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

(xxi) During the course of our audit, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company nor reported during the year, nor have we been informed of such case by the management.

For Vidya & Co

Chartered Accountants Firm Reg No: 308022E

CA Sarad Jha

Place: Kolkata Partner

Date : 26th May, 2012 Membership No.050138

Mar 31, 2011

1. We have audited the attached Balance Sheet of Balmer Lawrie & Company Limited (the Company) as at 31st March 2011, and also the Profit and Loss Account and Cash flow Statement for the year ended on that date annexed thereto, in which are incorporated the accounts of the Regions audited by Branch Auditors in accordance with the letter of appointment issued by the Comptroller and Auditor General of India. 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we pIan 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 (Auditor's Report) Order, 2003 ('the order') as amended, issued by the Central Government of India in terms of Sec 227(4A) of the 'Companies Act 1956' of India (the Act), we enclose in the Annexture a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comment in the Annexure referred to above, we report that:

(i) We have obtained all the information and explanations which to the' best of our knowledge and belief were necessary for the purposes of our audit subject to some observations as under:

a) ICICI Venture Fund Management Co. Ltd. exited the joint venture unit, Transafe Services Ltd. (TSL) with full benefits without retaining any right of recovery on the part of Balmer Lawrie & Co. Ltd. (BL) for possible losses. Specific joint venture agreement between BL and ICICI specifying the exit clause, important for any joint venture agreement could not be provided.

Consequent to exit of ICICI Ventures from TSL, the entire financial burden fell upon and/or assumed by Balmer Lawrie & Co. Ltd. (BL) for arranging necessary fund for settling the accounts of ICICI Ventures with premium as well as bringing in new partner namely Balmer Lawrie Van Leer Ltd. (BLVL), another unit of joint venture arrangement with BL.

Investment of Rs. 553.28 lakhs during the previous year, a fresh further Investment of a sum of Rs. 1330.00 lakhs during the current year by way of acquiring preference shares in TSL and providing unsecured loan of Rs. 1817.92 lakhs to BLVL for the purpose of purchase of shares held by ICICI Venture, was done without going through a process of Due Diligence. In addition the interest falling due for payment as on 31/03/2011 has also been not serviced. Therefore, in our opinion, all these investments totaling to Rs. 3701.20 lakhs appear to be prejudicial to the interest of the company.

b) The internal control system as regards management of debtors and generation of scrap by the manufacturing units of the Company needs to be further strengthened.

(ii) In our opinion, proper books of account, as required by law, have been kept by the Company so far as appears from our examination of those books. The related Branch Auditor's Reports have been forwarded to us and have been appropriately dealt with in preparing this report;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

(v) This being Government Company, the provisions of the Section 274(1) (g) of the Act relating to disqualifications of directors are not applicable; vide Government of India, Department of Company Affairs Notification No. GSR 829(E) dated 21 October, 2003

(vi) Subject to our observation in 4 (i) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes and accounting policies thereon and annexed thereto, 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 the Company's affairs as at 31st March 2011;

(ii) in the case of 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.

Annexure to Auditor's Report

The Annexure referred to in paragraph 3 of the Auditor's Report of even date to the members of Balmer Lawrie & Company Limited ('the Company') on the financial statements for the year ended 31st March, 2011. We report that:

1. a. The Company has maintained proper record showing full particulars including quantitative details and situations of fixed assets.

b. The Company has a regular programme of physical verification of its fixed assets by which plant and machinery are verified every year, and other fixed assets are verified in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As explained to us, in accordance with its programme, plant and machinery and certain other fixed assets were verified during the year and no material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanations given to us, the Company has not disposed off a substantial part of the fixed assets during the year.

2. a. The inventory of the Company has been physically verified during the year by the management. In our opinion, having regard to the nature and location of inventory, the frequency of verification is reasonable.

b. In our opinion, the procedure of physical verification of the inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. As represented to us, there are no Companies, firms or other parties to be listed in the register maintained under Section 301 of the Companies Act, 1956 ('the Act'). Accordingly, paragraphs 4 (iii) (b) to 4 (iii) (g) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of businesses, for the purchase of inventory and fixed assets and for the sale of goods and services.

Further, on the basis of our examination of the. books and records of the Company, and according to the information and explanations given to us, we have neither. come across nor have been informed of any continuing failure on the part of the Company to correct major weaknesses in the aforesaid internal control system.

5. In view of our comment in paragraph (3) above, paragraphs 4(v) (a) and 4(v) (b) of the order in respect of contracts or arrangements referred to in Section 301 of the Act, and transaction made in pursuance of such contracts 'or arrangements exceeding the value of Five Lakhs Rupees in respect of any party, are not applicable to the company.

6. The Company has not accepted any deposits from the public within the meaning of the sections 58A, 58AA of the Act and the rules framed there under.

7. In our opinion, the Company's present internal audit system as conducted in phased manner, by a firm of chartered accountants, is commensurate with its size and nature of its business but the same needs to be further strengthened with regard to widening the coverage of various areas like. investments made and its follow- up and in the matter of scrap management.

8. We have broadly reviewed the books of account maintained by the Company in respect of the products of Grease and Lubricants (petroleum products) and Tea Blending where, pursuant to the Rules made by the Central Government of india, the maintenance of cost records has been prescribed under Section 209(1) (d) of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of such records with a view to determine whether they are accurate or complete.

To the best of our knowledge and according to the information and explanations given to us, the Central Government under the aforesaid Act has not prescribed the maintenance of cost records for any other products or services of the Company.

9. a. According to the information and explanations given to us and the records of the Company examined by us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, 'Wealth Tax, Service Tax, Custom Duty and Excise Duty, Cess and any other material statutory dues applicable to it.

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, sales-tax, service-tax, excise duty and cess as at 31st March, 2011 aggregating to Rs. 6952.14 lacs; which have not been deposited on account of a dispute, are as mentioned in note on accounts showing the amounts involved and the forum where dispute is pending.

10. The Company has no accumulated losses as at 31st March, 2011, and it has not incurred any cash losses during the financial year ended on the date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date. The Company has no debenture holder.

12. The Company has not granted any loans or advances on the basis ,of security by way of pledge of shares, debentures or other securities.

13. In our opinion, the provisions of any Special Statute applicable to Chit Fund, Nidhi Fund or Mutual Benefit Fund/Societies are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and 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. In our opinion, and according to the information and explanations given to us, and on an overall basis, the term loans have been applied for the purposes for which they were obtained. The Company did not have any outstanding term loan as at 31st March, 2011.

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

18. In view of our comment in paragraph (3) above, the question of any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act does not arise.

19. The Company has not issued any debentures during the year and no amount is outstanding in respect of debentures as on the balance sheet date.

20. The Company has not raised any money by way of public issue during the year.

21. During the course of our audit, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company nor reported during the year, nor have we been informed of such case by the management.

For J. GUPTA & CO.

Chartered Accountants

Firm Reg. No.: 314010E

S. P. Dutta

Kolkata Partner

Date: 28th May 2011 Membership No. 13852

Mar 31, 2010

1. We have audited the attached Balance Sheet of Balmer Lawrie & Company Limited (the Company) as at 31st March 2010, and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, in which are incorporated the accounts of the Regions audited by Branch Auditors in accordance with the letter of appointment issued by the Comptroller and Auditor General of India. These financial statements are the responsibility of the CompanyÃs management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have 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 (Ãthe orderÃ) as amended, issued by the Central Government of India in terms of Sec 227(4A) of the ÃCompanies Act, 1956Ã of India (the Act), we enclose in the Annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

4. Further to our comment in the Annexure referred to above, we report that:

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

(ii) In our opinion, proper books of account, as required by law, have been kept by the Company so far as appears from our examination of those books. The related Branch AuditorÃs Reports have been forwarded to us and have been appropriately dealt with in preparing this report;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

(v) This being Government Company, the provisions of the Section 274(1) (g) of the Act relating to disqualifications of directors are not applicable; vide Government of India, Department of Company Affairs Notification No. GSR 829(E) dated 21 October, 2003.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes and accounting policies thereon and annexed thereto, 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 the CompanyÃs affairs as at 31st March 2010; (ii) in the case of Profit and Loss Account, of the Profit for the year ended that date; and (iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to AuditorÃs Report

The Annexure referred to in paragraph 3 of the AuditorÃs Report of even date to the members of Balmer Lawrie & Company Limited (Ãthe CompanyÃ) on the financial statements for the year ended 31 st March, 2010. We report that:

1. a. The Company has maintained proper record showing full particulars including quantitative details and situations of fixed assets.

b. The Company has a regular programme of physical verification of its fixed assets by which plant and machinery are verified every year, and other fixed assets are verified in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As explained to us, in accordance with its programme, plant and machinery and certain other fixed assets were verified during the year and no material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanations given to us, the Company has not disposed off a substantial part of the fixed assets during the year.

2. a. The inventory of the Company has been physically verified during the year by the management. In our opinion, having regard to the nature and location of inventory, the frequency of verification is reasonable.

b. In our opinion, the procedure of physical verification of the inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. a. The Company has granted loans to two organizations under Joint Venture arrangement, to the extent of Rs.2547.92 lacs.

b. Rate of interest and other terms and conditions on which the loans have been given are prima facie, not prejudicial to the interest of the Company.

c. Payment of the principal amount and interest are regular. Accordingly paragraph (iii)(d) of the order is not applicable.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of businesses, for the purchase of inventory and fixed assets and for the sale of goods and services.

Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure on the part of the Company to correct major weaknesses in the aforesaid internal control system.

5. a. In our opinion and according to the information and explanation given to us, transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered;

b In view of our comment in paragraph (3) above, each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

6. The Company has not accepted any deposits from the public within the meaning of the sections 58A, 58AA of the Act and the rules framed there under.

7. In our opinion, the CompanyÃs present internal audit system as conducted in phased manner, by a firm of chartered accountants, is commensurate with its size and nature of its business but the same needs to be further strengthened with regard to widening the coverage of various areas like investments made and its follow-up and sale against verbal orders.

8. We have broadly reviewed the books of account maintained by the Company in respect of the products of Grease and Lubricants (Petroleum products) and Tea Blending where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under Section 209(1) (d) of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of such records with a view to determine whether they are accurate or complete.

To the best of our knowledge and according to the information and explanations given to us, the Central Government under the aforesaid Act has not prescribed the maintenance of cost records for any other products or services of the Company.

9. a. According to the information and explanations given to us and the records of the Company examined by us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty and Excise Duty, Cess and any other material statutory dues applicable to it.

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, sales-tax, service-tax, excise duty and cess as at 31st March, 2010 aggregating to Rs. 7037.98 lacs, which have not been deposited on account of a dispute, are as mentioned in note on accounts showing the amounts involved and the forum where dispute is pending.

10. The Company has no accumulated losses as at 31st March 2010, and it has not incurred any cash losses during the financial year ended on the date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date. The Company has no debenture holder.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

13. In our opinion, the provisions of any Special Statute applicable to Chit Fund, Nidhi Fund or Mutual Benefit Fund/Societies are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and 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. In our opinion, and according to the information and explanations given to us, and on an overall basis, the term loans have been applied for the purposes for which they were obtained. The Company did not have any outstanding term loan as at 31 March, 2010.

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

18. In view of our comment in paragraph (3) above, the question of any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act does not arise.

19. The Company has not issued any debentures during the year and no amount is outstanding in respect of debentures as on the balance sheet date.

20. The Company has not raised any money by way of public issue during the year.

21. During the course of our audit, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company nor reported during the year, nor have we been informed of such case by the management. However, an instance of accounting fraud/manipulation committed on a joint venture unit of the company which has resulted in provision of Rs. 1165.12 lacs as referred in Para 14.17 of the Notes on Accounts.

For J. GUPTA & CO.

Chartered Accountants

Firm Registration No. 314010E

S. P. Datta

Partner Membership. No. 13852

Kolkata, July 29, 2010

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