B & A Ltd

To

The Members of B&A Limited

1. We have audited the attached Balance Sheet of B& A Limited as at31 st March, 2011 and also the Profit and Loss Account and the Cash Flow Statement for theyear ended on that date annexed thereto. These financial statements are the responsibilityof the Company's Management. Our responsibility is to express an opinion on thesefinancial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally acceptedin India. Those Standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by the Management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the CentralGovernment of India in terms of sub-section (4A) of Section 227 of the Companies Act,1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and5 of the said Order to the extent applicable.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we reportthat:

a) We have obtained all the information and explanations, which to the best of ourknowledge and belief, were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law, have been kept by theCompany, so far as appears from our examination of those books ;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with bythis report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statementdealt with by this report comply with the Accounting Standards referred to in sub-section(3C) of Section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the Directors as on 31stMarch, 2011 and taken on record by the Board of Directors, we report that none of theDirectors is disqualified as on 31st March, 2011 from being appointed as a Director interms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956 ;

f) In our opinion and to the best of our information and according to the explanationsgiven to us, the said accounts, read together with the Accounting Policies, Notes andSchedules annexed thereto, give the information required by the Companies

Act, 1956, in the manner so required, and give a true and fair view in conformity withthe accounting principles generally accepted in India :

(i) in so far as it relates to the Balance Sheet, of the state of affairs of theCompany as at 31st March, 2011 ;

(ii) in so far as it relates to the Profit and Loss Account, of the profit of theCompany for the year ended on that date; and

(iii) in so far as it relates to the Cash Flow Statement, of the cash flows of theCompany for the year ended on that date.

For P. K. Nandy & Associates

Chartered Accountants

Registration No. 307043E

P. K. Nandy

Proprietor

Membership No. 11505

Place : Kolkata

Date : The 28th May, 2011

(Referred to in Paragraph 3 of our report of even date)

1. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets on the basis of availableinformation.

(b) As represented by the Management to us, the Fixed assets have been physicallyverified by the Management during the year in a phased manner, which in our opinion isreasonable, having regard to the size of the Company and nature of its assets. No materialdiscrepancies were noticed on such physical verification.

(c) In our opinion, the fixed assets disposed of during the year, do not constitute asubstantial part of the fixed assets of the Company and such disposal has not affected thegoing concern status of the Company.

2. (a) As explained to us, inventories have been physically verified by the Managementat reasonable intervals during the year.

(b) In our opinion and according to the information and explanations given to us, theprocedures of physical verification of inventories followed by the Management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) The Company has maintained proper records of inventories. As explained to us, therewere no material discrepancies noticed on physical verification of inventory as comparedto the book records.

3. The Company has neither granted nor taken any loans, secured or unsecured to/fromcompanies, firms or other parties covered in the register maintained under Section 301 ofthe Companies Act, 1956 and as such clauses (iii) (b) to (iii) (d) of the Order are notapplicable.

4. In our opinion and according to the information and explanations given to us, thereare adequate internal control procedures commensurate with the size of the Company and thenature of its business for the purchase of inventory and fixed assets and for the sale ofgoods.

5. In respect of contracts and arrangements entered in the register maintained inpursuance of Section 301 of the Companies Act, 1956

(a) To the best of our knowledge and belief and according to the information andexplanations given to us, particualrs of contracts or arrangement that needed to beentered into the register maintained under the said section have been so entered.

(b) According to the information and explanations given to us, where the transactionsmade in pursuance of such contracts of arrangements during the year are in excess of Rs.5,00,000/-, they have been made at prices, which are, prima facie, resonable having regardto the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us,directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AAof the Companies Act, 1956 and the rules framed there-under, to the extent applicable,have been complied with.

7. In our opinion, the internal audit system of the Company is commensurate with itssize and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant tothe Order made by the Central Government for the maintenance of cost records under Section209(1 )(d) of the Companies Act, 1956 and are of the opinion that prima facie theprescribed accounts and records have been made and maintained. We have not, however,carried out a detailed examination of the same.

9. a) According to the information and explanations given to us and according to thebooks and records as produced and examined by us, in our opinion the company is generallyregular in depositing with the appropriate authorities undisputed statutory dues such asProvident Fund, Investor Education and Protection Fund, Central Sales Tax, Wealth Tax,Customs Duty, Value Added Tax, Service Tax, Cess and other statutory dues applicable toit.

b) According to the information and explanations given to us there was no disputed duesof Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty and Cess as on 31st March,2011 except an amount of Rs 11,27,944/-(Previous Year Rs 12,61,660/-) on account of CENVATcredit disallowed by the excise authority, for which an appeal is pending before theCentral Excise Appellate Tribunal.

10. The Company earned cash profit in this financial year and in the immediatelyproceeding financial year and there is no accumulated losses at the end of the financialyear.

11. The Company has not defaulted in repayment of dues to any financial institutions orbanks.

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

13. In our opinion and according to the information and explanations given to us, thenature of activities of the Company does not attract any special statute applicable tochit fund and nidhi / mutual benefit fund / societies.

14. The Company is not dealing or trading in shares, securities, debentures and otherinvestments.

15. Guarantee given by the Company favouring the banker of its subsidiary companyrelating to credit accommodation provided to them has since been waived by the banker ofthe subsidiary company during the year under audit.

16. In our opinion, the term loans have been applied for the purpose for which theywere raised.

17. According to the information and explanations given to us and on an overallexamination of the Balance Sheet of the Company, we report that the Company has not usedfunds raised on short-term basis for long-term investment.

18. The Company has not made any preferential allotment of shares to parties orcompanies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed and information and explanations given bythe Management, we report that no fraud on or by the Company has been noticed or reportedduring the course of our audit.

For P. K. Nandy & Associates

Chartered Accountants

Registration No. 307043E

P. K. Nandy

Proprietor

Membership No. 11505

Place : Kolkata

Date : The 28th May, 2011