Repro India Ltd

The Members of Repro India Limited

1. We have audited the attached Balance Sheet of Repro India Limited ('theCompany') as at March 31, 2012, the Profit and Loss Account and the Cash Flow Statementfor the year ended on that date (all together referred to as 'the financial statements')annexed thereto. These financial statements are the responsibility of the Company'smanagement. Our responsibility is to express an opinion on these financial statementsbased 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 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 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) ('theOrder') issued by the Central Government of India in terms of sub-section (4A) of section227 of the Companies Act, 1956, we enclose in the Annexure a statement on the mattersspecified in paragraphs 4 and 5 of the said Order.

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

i. We have obtained all the information and explanations, which to the best of ourknowledge 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 theCompany so far as appears 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;

iv. 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.

v. On the basis of the written representations received from the directors, as on March31, 2012, and taken on record by the Board of Directors, we report that none of thedirectors is disqualified as on March 31, 2012 from being appointed as a director in termsof 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 the explanationsgiven to us, the said accounts give the information required by the Companies Act, 1956,in the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India;

a) in the case of the balance sheet, of the state of affairs ofthe Company as at March31, 2012;

b) in the case of the profit and loss account of the profit for the year ended on thatdate; and

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

For S.R. BATLIBOI & CO.

Chartered Accountants

Firm registration number: 301003E

per Vijay Maniar

Partner

Membership No.: 36738

Place: Mumbai

Date: May 30, 2012

ANNEXURE TO THE AUDITORS' REPORT

Annexure referred to in paragraph [3] of our report of even date

Re: Repro India Limited ('the Company')

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

(b) The Company has a programme for physical verification on a rotational basis, which,in our opinion, is reasonable having regard to the size of the Company and the nature ofits business. Accordingly, certain fixed assets have been physically verified by themanagement during the year and no material discrepancies were noticed on suchverification.

(c) There was no disposal of a substantial part of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonableintervals during the year.

(b) The procedures of physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) The Company is maintaining proper records of inventory and no materialdiscrepancies were noticed on physical verification.

(iii) (a) The Company has granted loan to one company covered in the registermaintained under section 301 of the Companies Act, 1956. The maximum amount involvedduring the year was Rs. 99,818,343 and the year-end balance of loans granted to suchparties was Rs. 52,340,597.

(b) In our opinion and according to the information and explanations given to us, therate of interest and other terms and conditions for such loans are not prima facieprejudicial to the interest of the Company.

(c) In respect of loans granted, repayment of the principal amount is as stipulated andpayment of interest has been regular.

(d) There is no overdue amount of loans granted to companies, firms or other partieslisted in the register maintained under section 301 of the Companies Act, 1956.

(e) According to information and explanations given to us, the Company has not takenany loans, secured or unsecured, from companies, firms or other parties covered in theregister maintained under section 301 of the Companies Act, 1956. Accordingly, theprovisions of clause 4(iii)(e) to (g) of the Order are not applicable to the Company andhence not commented upon.

(iv) In our opinion and according to the information and explanations given to us,there is an adequate internal control system commensurate with the size of the Company andthe nature of its business, for the purchase of inventory and fixed assets and for thesale of goods and services. During the course of our audit, we have not observed any majorweakness or continuing failure to correct any major weakness in the internal controlsystem of the company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, weare of the opinion that the particulars of contracts or arrangements referred to insection 301 of the Companies Act, 1956 that need to be entered into the registermaintained under section 301 have been so entered.

(b) In respect of transactions made in pursuance of such contracts or arrangements andexceeding the value of Rupees five lakhs entered into during the financial year, becauseof the unique and specialized nature of the items involved and absence of any comparableprices, we are unable to comment whether the transactions were made at prevailing marketprices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with thesize and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central Government for the maintenance of cost records undersection 209(1)(d) of the Companies Act, 1956, related to the manufacture of printing, andare of the opinion that prima facie, the prescribed accounts and records have been madeand maintained.

(ix) (a) Undisputed statutory dues including provident fund, investor education andprotection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, servicetax, customs duty, excise duty, cess and other material statutory dues have generally beenregularly deposited with the appropriate authorities though there have been slightdelays in few cases in payments of profession tax, provident fund, ESIC, service tax andTDS.

(b) According to the information and explanations given to us, undisputed dues inrespect of income-tax which were outstanding, at the year end, for a period of more thansix months from the date they became payable, are as follows:

(c) According to the records of the Company, the dues of custom duty and excise dutywhich have not been deposited on account of any dispute are as follows:

(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) Based on our audit procedures and as per the information and explanations given bythe management, we are of the opinion that the Company has not defaulted in repayment ofdues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us and based on thedocuments and records produced to us, the Company has not granted loans and advances onthe basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities,debentures and other investments. Accordingly, the provisions of clause 4(xiv) of theOrder are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has notgiven any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on information and explanations given to us by the management, term loanswere applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company, we report that no funds raised onshort-term basis have been used for long-term investment.

(xviii) 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.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money through a public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the trueand fair view of the financial statements and as per the information and explanationsgiven by the management, we report that no fraud on or by the Company has been noticed orreported during the course of our audit.

For S.R. BATLIBOI & CO.

Chartered Accountants

Firm registration number: 301003E

per Vijay Maniar

Partner

Membership No.: 36738

Place: Mumbai

Date: May 30, 2012