Trent Ltd

TO THE MEMBERS OF TRENT LIMITED

1. We have audited the attached Balance Sheet of TRENT LIMITED, as at 31st March2012, the Profit and Loss Account and also the Cash Flow Statement for the year ended onthat date annexed thereto. These financial statements are the responsibility of theCompany's management. Our responsibility is to express an opinion on these financialstatements 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 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 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 & Loss Account and Cash Flow Statement dealt withby this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet, Profit & Loss Account and 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, to the extent applicable;

(v) on the basis of written representations received from the directors, as on 31stMarch 2012, and taken on record by the Board of Directors, we report that none of thedirectors is disqualified as on 31st March 2012 from being appointed as a director interms 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 read together with notes thereon, give theinformation required by the Companies Act, 1956, in the manner so required and give a trueand fair view in conformity 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 31stMarch 2012;

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

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended onthat date.

For N. M. RAIJI & CO.,

Chartered Accountants

(Registration No. 108296W)

Y.N. THAKKAR

Partner

Membership No. 33329

Place : Mumbai

Date : 28th May, 2012

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

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

(b) As explained to us, physical verification of major items of fixed assets wasconducted by the management during the year. In our opinion, the frequency of physicalverification is reasonable having regard to the size and operations of the Company and thenature of its assets. On the basis of explanations received, in our opinion, thediscrepancies found on physical verification were not significant.

(c) The Company has not disposed off substantial part of fixed assets during the year.

(ii) (a) The inventories have been physically verified by the management at reasonableintervals during the year.

(b) In our opinion, the procedures of physical verification of inventories followed bythe management are reasonable and adequate in relation to the size of the Company and thenature of its business.

(c) In our opinion and according to the information and explanations given to us, theCompany is maintaining proper records of inventory. The discrepancies noticed on physicalverification were not material in relation to the operations of the Company and the samehave been properly dealt with in the books of account.

(iii) (a) The Company has not granted any loans, secured or unsecured, during the yearto companies, firms or other parties covered in the register maintained under section 301of the Companies Act, 1956. Accordingly, sub-clause (b), (c) and (d) of paragraph 4 (iii)of the Order are not applicable.

(b) The Company has not taken any loans, secured or unsecured, during the year fromcompanies, firms or other parties covered in the register maintained under section 301 ofthe Companies Act, 1956. Accordingly, sub-clause (f) and (g) of paragraph 4 (iii) of theOrder are not applicable.

(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 the saleof goods and services. During the course of our audit, we have not observed any majorweaknesses in internal control system.

(v) Based on the audit procedures applied by us and according to the information andexplanations given to us, there are no transactions that need to entered into the registerin pursuance of section 301 of the Companies Act, 1956.

(vi) In our opinion and according to the information and explanations given to us, theCompany has not accepted any deposits from the public during the year. In respect ofunclaimed deposits matured in earlier years that are outstanding during the year, theCompany has complied with the provisions of sections 58A, 58AA or any other relevantprovisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,1975. As informed to us, no order has been passed by Company Law Board or National CompanyLaw Tribunal or Reserve Bank of India or any Court or any other tribunal.

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

(viii) According to the information and explanations given to us, the CentralGovernment has not prescribed the maintenance of cost records under section 209(1)(d) ofthe Companies Act, 1956 for the products of the Company.

(ix) (a) According to the records of the Company, the Company is generally regular indepositing with the appropriate authorities undisputed statutory dues including ProvidentFund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax,Sales-Tax, Wealth-Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutorydues applicable to it. Based on our audit procedures and according to the information andexplanations given to us, there are no arrears of undisputed statutory dues which remainedoutstanding as at 31st March 2012 for a period of more than six months from the date theybecame payable.

(b) According to the records made available to us and the information and explanationsgiven by the management, the details of the dues of Sales Tax / Income Tax / Custom Duty /Wealth Tax / Service Tax / Excise Duty / Cess, which have not been deposited on account ofany dispute, are given below :

(x) The Company does not have any accumulated losses at the end of the financial yearand has not incurred cash losses during the financial year covered by our audit and theimmediately preceding financial year.

(xi) The Company has not defaulted in repayment of any dues to financial institutions,banks or debenture holders during the year.

(xii) Based on our examination of the records and according to the information andexplanations given to us, the Company has not granted loans and advances on the basis ofsecurity by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit / nidhi / mutual benefit fund / society.

(xiv) Based on our examination of the records and evaluation of the related internalcontrols, we are of the opinion that in respect of the investment activity of the Company,proper records have been maintained of the transactions and contracts and timely entrieshave been made in those records. All the investments of the Company are held in its ownname except as permissible under section 49 of the Companies Act, 1956.

(xv) On the basis of the information and explanations given to us, the Company hasgiven guarantee for various facilities availed by its wholly owned subsidiary from bank.The terms and conditions of the guarantee are not prejudicial to the interest of theCompany.

(xvi) The Company has not obtained any term loans.

(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) As per the information and explanations given to us, the Company has not madeduring the year any preferential allotment of shares to parties and companies covered inthe register maintained under section 301 of the Companies Act, 1956.

(xix) As per the information and explanations given to us, the Company has createdsecurity or charge in respect of debentures issued.

(xx) We have verified that the end use of the money raised by public issues is asdisclosed in the notes to the financial statements.

(xxi) During the course of our examination of the books and records of the Company,carried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us, we have neither come across anyinstance of material fraud on or by the Company, noticed or reported during the year, norhave we been informed of such case by the management.

For N.M. RAIJI & CO.,

Chartered Accountants

(Registration No. 108296W)

Partner

Membership No. 33329

Place : Mumbai

Date : 28th May, 2012