Bajaj Corp Ltd

Bajaj Corp Limited

1. We have audited the attached Balance Sheet of Bajaj Corp Limited as at March31, 2012 and also the annexed Profit & Loss Account of the Company and the Cash FlowStatement for the year ended on that date. These financial statements are theresponsibility of the Company’s management. Our responsibility is to express anopinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted inIndia. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatements. 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 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 as amended byCompanies (Auditor’s Report) (Amendment) Order, 2004 (together ‘theOrder’), issued by the Central Government of India in terms of Section 227(4A) of theCompanies Act, 1956, we annex hereto a statement on the matters specified in paragraph 4and 5 of the said order.

4. Further to our comments in the Annexure referred to in Para 3 above, we report that:(i) We have obtained all the information and explanations, which to the best of ourknowledge and belief were necessary for the purpose of our audit; (ii) In our opinion,proper books of account as required by law have been kept by the Company, so far asappears from our examination of those books;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with bythis report are in agreement with the books of account of the Company; (iv) In ouropinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with bythis report comply with the applicable Accounting Standards referred to in Sec 211 (3C) ofthe Companies Act, 1956.

(v) On the basis of written representations received from the directors and taken onrecord by the Board of Directors, we report that none of the directors are disqualified ason March 31, 2012 from being appointed as director in terms of clause (g) of sub section(1) of Section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to theexplanations given to us, the said accounts give the information required by the CompaniesAct, 1956, in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India:

(a) in case of the Balance Sheet, of the state of affairs of the Company as at March31, 2012,

(b) in the case of the Profit and Loss Account, of the profit for the year ended onthat date and

(c) in the case of cash flow statement, of the cash flows for the year ended on thatdate.

For R. S. Dani & Company

Chartered Accountants Registration No. : 000243C

Referred to in Paragraph 3 of our Report of even date.

On the basis of the records produced to us for our verification /perusal, such checksas we considered appropriate, and in terms of information and explanations given to us onour enquiries, we state that:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) As explained to us, all the fixed assets have been physically verified by themanagement at the reasonable intervals during the year. According to the information andexplanations given to us and the records produced to us for verification, discrepanciesnoticed on such physical verification were not, in our opinion, material and the same havebeen properly dealt with in the Books of Accounts.

(c) Fixed assets disposed of during the year were not material enough to affect thegoing concern identity of the Company.

(ii) (a) The Inventories of finished goods, stores, spare part and raw materials havebeen physically verified by the management. In our opinion the frequency of verificationis reasonable.

(b) The procedures of physical verification of Inventories followed by the managementas explained to us are, in our opinion, reasonable and adequate in relation to the size ofthe Company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinionthat the Company is maintaining proper records of inventory. The discrepancies noticed onverification between the physical stocks and book records were not material and have beenproperly dealt with in the books of accounts.

(iii) (a) According to the information and explanations given to us, the Company hasnot granted any loans, secured or unsecured to companies, firms or other parties coveredin the register maintained under Section 301 of the Companies Act, 1956. Therefore, theprovisions of the clauses 4(iii) (a) to (d) of the Order are not applicable to the Companyand hence not commented upon.

(b) According to the information and explanations given to us, the Company has nottaken any loans, secured or unsecured from companies, firms or other parties covered inthe register maintained under Section 301 of the Companies Act, 1956. Therefore, theprovisions of the clauses 4(iii) (e) to (g) of the Order are not applicable to the Companyand hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us,there are adequate internal control procedures commensurate with the size of the Companyand the nature of its business for the purchase of inventory and fixed assets and for thesale of goods and services. As per the information given to us, no major weaknesses in theinternal controls have been identified by the management during the year. During thecourse of our audit, nothing had come to our notice that may suggest a major weakness inthe internal control systems of the Company.

(v) (a) Based on audit procedures applied by us and according to the information andexplanations provided by the management, we are of the opinion that contracts orarrangements referred to in section 301 of the Act have been entered in the registermaintained under that section.

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

(vi) During the year 2011-12, Company has not accepted any deposit from the public.

(vii) In our opinion, the Company has an adequate internal audit system commensuratewith the size and nature of its business.

(viii) During the year 2011-12 the Company was engaged in production of Hair Oil whichcomes under the list of Cosmetic or Toiletries item for which Compulsory Cost Accountingrecords should be maintained by the Company. On the basis of Records produced we are ofthe opinion that prima facie cost records and accounts prescribed by Central Governmentunder section 209(1)(d) of the Companies Act,1956 in respect of products of the Companycovered under the rules under the said section have been maintained.

(ix) (a) According to the records of the Company, the Company has been regular indepositing with appropriate authorities undisputed statutory dues including ProvidentFund, Investor Education and Protection Fund, Employee’s State Insurance, Income-tax,Sales-tax, Wealth-tax, Service-tax, Custom Duty, Excise Duty and Cess and other statutorydues to the extent applicable to it.

(b) There is no disputed due on account of sales tax, wealth tax, income tax, servicetax, custom duty, excise duty and cess.

(x) The Company has no accumulated losses at the end of the financial year and it hasnot incurred cash losses in the current and immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information andexplanations given to us, the Company has not defaulted in repayment of dues to any bankor financial institution. The Company has not obtained any borrowings by way ofdebentures.

(xii) The Company has not granted any loans or advance secured by pledge of shares,debentures or other securities.

(xiii) The Company is not a Chit Fund/ Nidhi / Mutual Fund/ Society to which theprovisions of Special Statute relating to Chit Fund are applicable. Accordingly Clause(xiii) of Para 4 is not Applicable. (xiv) The Company has, in our opinion, maintainedproper records of the transactions and contracts with respect to its investments andtimely entries of such transactions are made therein. We also report that the Company hasheld the investments in its own name.

(xv) According to the information and explanations given to us, the Company has givenguarantee for loans taken by others from banks or financial institutions, the terms &condition whereof are not prejudicial to the interest of the Company.

(xvi) The Company has not accepted any term loan during the year under review.

(xvii) According to the information and explanation given to us, and overallexamination of the financial statement of the Company, we are of the opinion thatshort-term funds have not been used for long-term purpose and vice versa.

(xviii) According to the information and explanation given to us, the Company has notmade any Preferential Allotment of shares during the year to parties and Companies coveredin the Register maintained under section 301 of the Companies Act, 1956. (xix) The Companyhas not issued any debentures during the year. Accordingly Clause (xix) of Paragraph 4 isnot applicable.

(xx) The Management has disclosed the end use of money raised by public issues and wehave verified the same.

(xxi) As per the information and explanation given to us on our enquiries on thisbehalf there were no frauds on or by the Company which have been noticed or reportedduring the year;

For R. S. Dani & Company

Chartered Accountants

Registration No. : 000243C