OCL India Ltd

to the Shareholders of OCL India Limited

1. We have audited the attached Balance Sheet of OCL INDIA LIMITED as at 31^stMarch, 2011 and also the Profit & Loss Account and the Cash Flow Statement forthe year ended on that date, annexed thereto. 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 the 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 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 basis ofour opinion.

3. We report that

(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 these 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 section 211(3C) of the Companies Act, 1956 to the extent applicable;

(e) On the basis of information obtained, none of the directors are prima facie,disqualified under section 274(1)(g) of the Companies Act, 1956 as on 31.03.2011 frombeing appointed as a director of the Company;

(f) In our opinion and to the best of our information and according to the explanationsgiven to us, the said accounts read with the notes thereon, give the information requiredby the Companies Act, 1956 in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31^stMarch, 2011;

ii in the case of the Profit and Loss Account, of the Profit for the year ended on thatdate; and

iii in the case of cash flow statement, of the cash flows for the year ended on thatdate.

4. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued bythe Department of Company Affairs, Govt. of India in terms of Section 227 (4A) of theCompanies Act, 1956, and on the basis of such checks as we considered appropriate andaccording to the information and explanations given to us, we further report on thematters specified in the paragraphs 4 and 5 of the said Order as under:

i a) The Company is maintaining proper records showing full particulars, includingquantitative details and situation of fixed assets.

b) As explained to us, the management had carried out physical verification of most ofthe fixed assets during the year. In our opinion, the frequency of verification isreasonable in relation to the size of the Company. According to the information andexplanations given to us, no material discrepancies were noticed on such verification.

c) Since there is no substantial disposal of fixed assets during the year, thepreparation of financial statements on a going concern basis is not affected on thisaccount.

ii a) The stock of finished goods, stores, spare parts and raw materials, except thoseheld by consignees and stored in customer premises, have been physically verified by themanagement at reasonable intervals. In respect of stock with consignees, confirmationcertificates have been received.

b) In our opinion, the procedures of physical verification of inventory followed by themanagement are reasonable and adequate in relation to the size of the Company and thenature of its business.

c) In our opinion, the Company is maintaining proper records of inventory and nomaterial discrepancies were noticed on physical verification.

iii a) The Company has not granted any loans, secured or unsecured, to companies, firmsor other parties required to be covered in the register maintained under section 301 ofthe Companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured, from companies, firms orother parties required to be covered in the register maintained under section 301 of theCompanies Act, 1956.

iv In our opinion and according to the information and explanations given to us andhaving regard to the explanations in respect of the manner in which the purchase price ofsome of the items are determined or where alternate quotations are not available, thereare adequate internal control system 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. To the best of our knowledge, no major weaknesses in internal control system wereeither reported or noticed by us during the course of our audit.

v a) According to the information given to us, the particulars of contracts orarrangements that need to be entered into a register in pursuance of section 301 of theCompanies Act, 1956 have been so entered.

b) There were transactions exceeding Rs. five lakhs made in pursuance of such contractsor arrangements relating to professional services rendered during the year by a legalfirm, for which comparison with prevailing market prices is not feasible.

vi In our opinion and according to information and explanations given to us, theCompany has complied with the provisions of sections 58A and 58AA or any other relevantprovisions of the Act and the rules made there under, where applicable, with regard todeposits accepted from the public.

vii The Company has an internal audit system, which in our opinion, is commensuratewith its size and nature of its business.

viii We have broadly reviewed the books of accounts maintained by the Company, pursuantto the rules made by the Central Government for the maintenance of cost records underclause (d) of sub-section (1) of section 209 of the Companies Act, 1956 and are of theopinion that prima facie, the prescribed accounts and records have been maintained. Wehave not, however, made a detailed examination of the records with a view to determinewhether they are accurate and complete.

ix a) According to the records of the Company, the Company has been generally regularin depositing undisputed statutory dues including Provident Fund, Investor Education andProtection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax,Service Tax, Customs Duty, Excise Duty, Cess and any other statutory dues with theappropriate authorities. There were no arrears of undisputed statutory dues as at 31^stMarch, 2011, which were outstanding for a period of more than six months from the datethey became payable.

b) The disputed dues of different years, which have remained unpaid as on 31^stMarch, 2011, for which appeals are pending as under:

x The Company has no accumulated losses and has not incurred cash losses during thefinancial year covered by our audit or in the immediately preceding financial year.

xi On the basis of the verification of records and information and explanations givento us, the Company has not defaulted in repayment of dues to financial institutions orbanks or debenture holders.

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

xiii The Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore,the provisions of clause 4(xiii) of the Companies (Auditors Report) Order are notapplicable.

xiv The Company is not dealing or trading in shares, securities, debentures and otherinvestments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditors Report)Order are not applicable

xv In our opinion and according to the information and explanation given to us, theterms and condition on which the company has given guarantees for the loans taken byothers from banks, are not, prima facie, prejudicial to the interest of the Company.

xvi According to the records of the Company, term loans taken during the year have beenapplied for the purpose for which they were obtained.

xvii According to the information and explanations given to us, the Cash Flow statementexamined by us and on an overall examination of the balance sheet of the Company, wereport that funds raised on short-term basis have not been used for long term investment.

xviii During the year, the Company has not made any preferential allotment of shares toparties and companies covered in the Register maintained under section 301 of the Act.

xix The Company has not issued any debentures during the year. Therefore, the questionof creating security / charge does not arise.

xx Since there were no public issue of securities during the year, verification of theend use of money does not arise.

xxi Based on the audit procedure performed and the representation obtained from themanagement, we report that no case of fraud on or by the Company has been noticed orreported during the year under audit.