Ricoh India Ltd

1. We have audited the attached Balance Sheet of Ricoh India Limited, as at 31^stMarch 2010 and also the Profit and Loss Account for the year ended on that date and CashFlow Statement for the year ended on that date both annexed thereto. These FinancialStatements are the responsibility of the Company’s Management. Our responsibility isto express an opinion 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 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, issued by theCentral Government of India in terms of sub-section (4A) of section 227 of the CompaniesAct, 1956 we enclose in the Annexure a statement on the matters specified in paragraphs 4and 5 of the said Order to the extent applicable.

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, the Profit and Loss Account and the Cash Flow Statement dealtwith by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash FlowStatement dealt with by this report comply with the accounting standards referred to insub-section (3C) of section 211 of the Companies Act, 1956;

v. On the basis of written representations received from the directors as on 31^stMarch, 2010 and taken on record by the Board of Directors, we report that none of thedirectors is disqualified as on 31^st March, 2010 from being appointed as adirector 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 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:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31^stMarch, 2010; b) in the case of the Profit and Loss Account, of the profit for the yearended on that date; and c) In the case of Cash Flow Statement, of the cash flows for theyear ended on that date.

For SAHNI NATARAJAN AND BAHL

(Chartered Accountants)

Firm Registration No. 002816N

SURESH MALIK

Date: 29^th July, 2010

ANNEXURE TO THE AUDITOR’S REPORT

(This is the annexure referred to in Para 4 of our Report of even date)

1. In respect of the fixed assets:

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

(b) We are informed that the fixed assets of the Company have been physically verifiedby the management at reasonable intervals and no material discrepancies have been noticedon such verification.

(c) In our opinion, the company has not disposed off substantial part of fixed assetsduring the year, which may have any impact on the going concern nature of the Company.

2. In respect of inventories:

(a) As explained to us, inventories except goods-in-transit have been physicallyverified by the management during the year. In our opinion, the frequency of suchverification is reasonable.

(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 not granted or taken any loans, secured or unsecured to/fromcompanies, firms or other parties covered in the register maintained under section 301 ofthe Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, thereis adequate internal control system commensurate with the size of the Company and thenature of its business for the purchase of inventory, fixed assets and for the sale ofgoods and services. During the course of our audit, we have not observed any majorweaknesses in internal control system.

5. To the best of our knowledge and belief and according to the information andexplanations given to us, there are no contracts or arrangements the particulars of whichneed to be entered into the register maintained under section 301 of the Companies Act,1956.

6. In our opinion and according to the information and explanations given to us, theCompany has not accepted any deposits from the public.

7. In our opinion and according to the information and explanations given to us, theinternal audit system of the Company is commensurate with its size and nature of itsbusiness.

8. As explained to us, maintenance of the cost records has not been prescribed by theCentral Government under section 209(1)(d) of the Companies Act, 1956 for any of theCompany’s product.

9. In respect of the statutory and other dues:

(a) According to the information and explanations given to us, the Company hasgenerally been regular in depositing undisputed statutory dues, including Provident Fund,Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, CustomDuty, Excise Duty, Cess and any other material statutory dues as applicable with theappropriate authorities. According to the information and explanations given to us, noundisputed amounts payable in respect of the aforesaid dues were in arrears, as at 31^stMarch, 2010 for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, the following dues ofIncome-tax/Sales tax/Trade tax have not been deposited by the Company on account ofdisputes.

Note: The Company has deposited Rs. 67,819,916/- against Sales Tax cases and Rs.22,500,000/- against Income Tax cases as mentioned above which have been shown in theLoans and Advances under "Other Deposits" and "Taxes Paid – Income Tax(Net of Provision)" respectively.

10. The Company does not have accumulated losses as at the end of the financial yearand has not incurred cash losses either during current financial year or in theimmediately preceding financial year .

11. In our opinion and according to the information and explanations given to us, theCompany has not defaulted in the repayment of dues to financial institutions/banks. TheCompany has not obtained any borrowings by way of debentures during the year.

12. In our opinion and according to the information and explanations given to us, theCompany has not granted any loans and advances on the basis of security by way of pledgeof shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, theCompany is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, theprovisions of clause 4(xiii) of the Order are not applicable to the Company.

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

15. In our opinion and according to the information and explanations given to us, theCompany has not given any guarantee for loans taken by others from bank or financialinstitutions. Accordingly, the provisions of clause 4(xv) of the Order are not applicableto the Company.

16. In our opinion and according to the information and explanations given to us, noterm loans were availed by the Company during the year.

17. According to the information and explanations given to us and on an overallexamination of the Financial Statements of the Company, funds raised on short-term basishave, prima-facie, not been used during the year for long term investments.

18. In our opinion and according to the information and explanations given to us, theCompany has not made any preferential allotment of shares to the parties and companiescovered in the Register maintained under section 301 of the Act.

19. In our opinion and according to the information and explanations given to us, theCompany has not issued any debentures during the year. Accordingly, the provisions ofclause 4(xix) of the Order are not applicable to the Company.

20. In our opinion and according to the information and explanations given to us, theCompany has not raised any money by way of public issue during the year.

21. According to the information and explanations given to us, and to the best of ourknowledge and belief, no fraud on or by the Company, has been noticed or reported by theCompany during the year.

For SAHNI NATARAJAN AND BAHL

(Chartered Accountants)

Firm Registration No. 002816N

SURESH MALIK

(Partner)

Membership No. 082224

Place: New Delhi

Date: 29^th July, 2010