1.  We have audited the attached balance sheet of ABB Limited (-the
 Company-) as at December 31, 2012 and also the statement of proft and
 loss and the cash fow statement for the year ended on that date annexed
 thereto. These fnancial statements are the responsibility of the
 Company-s management. Our responsibility is to express an opinion on
 these fnancial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 fnancial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the fnancial statements. An audit also includes
 assessing the accounting principles used and signifcant estimates made
 by management, as well as evaluating the overall fnancial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditor-s Report) Order, 2003 (as
 amended) issued by the Central Government 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 specifed 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 our knowledge 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 the Company so far as appears from our examination of
 those books;
 
 iii. The balance sheet, statement of proft and loss and cash fow
 statement dealt with by this report are in agreement with the books of
 account;
 
 iv. In our opinion, the balance sheet, statement of proft and loss and
 cash fow statement dealt 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 December 31, 2012, and taken on record by the Board of
 Directors, we report that none of the directors is disqualifed as on
 December 31, 2012 from being appointed as a 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
 the explanations given 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 accounting principles
 generally accepted in India;
 
 a) in the case of the balance sheet, of the state of affairs of the
 Company as at December 31, 2012;
 
 b) in the case of the statement of proft and loss, of the proft for the
 year ended on that date; and
 
 c) in the case of cash fow statement, of the cash fows for the year
 ended on that date.
 
 Annexure referred to in paragraph 3 of our report of even date
 
 Re: ABB limited (-the Company-)
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fxed
 assets.
 
 (b) All fxed assets have not been physically verifed by the management
 during the year but there is a regular programme of verifcation which,
 in our opinion, is reasonable having regard to the size of the Company
 and the nature of its assets. No material discrepancies were noticed on
 such verifcation.
 
 (c) There was no disposal of a substantial part of fxed assets during
 the year.
 
 (ii) (a) The management has conducted physical verifcation of inventory
 at reasonable intervals during the year.
 
 (b) The procedures of physical verifcation of inventory followed by the
 management are reasonable and adequate in relation to the size of the
 Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory and no
 material discrepancies were noticed on physical verifcation.
 
 (iii) (a) According to the information and explanation given to us, the
 Company has not granted any loans, secured or unsecured to companies,
 frms or other parties covered in the register maintained under section
 301 of the Companies Act, 1956.  Accordingly, the provisions of clause
 4(iii)(a) to (d) of the Order are not applicable to the Company and
 hence not commented upon.
 
 (b) According to the information and explanation given to us, the
 Company has not taken any loans, secured or unsecured, from companies,
 frms or other parties covered in the register maintained under section
 301 of the Companies Act, 1956.  Accordingly, the provisions of clause
 4(iii) (e) to (g) of the Order are not applicable to the Company and
 hence not commented upon.
 
 (iv) In our opinion and according to the information and explanations
 given to us, having regard to the explanation that certain items
 purchased are of special or propriety nature for which suitable
 alternative sources do not exist for obtaining comparative quotations,
 there is an adequate internal control system commensurate with the size
 of the Company and the nature of its business, for the purchase of
 inventory and fxed assets and for the sale of goods and services. The
 internal control system for updation of contract cost estimates in a
 timely manner needs to be further strengthened. During the course of
 our audit, we have not observed any major weakness or continuing
 failure to correct any major weakness in the internal control system of
 the company in respect of these areas.
 
 (v) (a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in section 301 of the Companies Act, 1956 that
 need to be entered into the register maintained under section 301 have
 been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements and exceeding the value of Rupees fve lakhs have been
 entered into during the fnancial year at prices which are reasonable
 having regard to the prevailing market prices 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 the size and nature of its business.
 
 (viii) We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central Government for the
 maintenance of cost records under section 209(1)(d) of the Companies
 Act, 1956, and are of the opinion that prima facie, the prescribed
 accounts and records have been made and maintained.
 
 (ix) (a) The Company is regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 investor education and protection fund, employees- state insurance,
 income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
 duty, cess and other material statutory dues applicable to it.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees- state insurance, income-tax,
 wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
 other material statutory dues were outstanding, at the year end, for a
 period of more than six months from the date they became payable.
 
 (c) According to the records of the Company, the dues outstanding of
 income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
 duty and cess on account of any dispute, are as follows:
 
 Name of the 
 Statute       Nature of 
               Dues          Amount *   Period to
                                        which the  Forum where dispute
                                                   is pending
                            (Rs in 
                             Crores)    amount
                                        relates
 
 Faridabad 
 Development   Product
               Classifcation     3.04   1986-94    High Court
 Act [Octroi]
 
 Sales Tax Act Submission
               of Statutory      0.09   1994-95    High Court
               Forms
                                19.01   2006-09    Sales Tax Appellate 
                                                   Tribunal
 
                                 0.92   2005-08    Taxation Board
 
                                 0.14   2008-09    Special Commissioner 
                                                  (Appeals)
 
                                 8.40   2003-12    Joint Commissioner 
                                                   of Commercial Taxes
                                                  (Appeals)
 
                                 2.97   1998-09    Deputy Commissioner
                                                  (Appeals)
 
                                27.19   2007-12    Additional 
                                                   Commissioner (Appeals)
 
                                 0.52   2008-09    Assessing Offcer 
 
                                 0.38   2000-08    Commercial Tax Offcer
 
               Differential 
               Tax Charged       3.66   2005-08    High Court
 
                                 6.52   1995-09    Sales Tax Appellate
                                                   Tribunal
 
                                14.86   2008-09    Taxation Board
 
                                75.22   2007-09    Special Commissioner 
                                                  (Appeals)
 
                                 6.21   2007-10    Joint Commissioner of
                                                   Commercial Taxes 
                                                  (Appeals)
 
                                21.00   2001-10    Deputy Commissioner 
                                                  (Appeals)
 
                                16.99   2009-10    Additional 
                                                   Commissioner
 
               Works 
               Contract Tax      0.81   2002-03    High Court
               Charged 
 
                                 1.45   1999-08    Sales Tax Appellate
                                                   Tribunal
 
                                 0.25   1995-96    Deputy Commissioner
                                                  (Appeals) 
 
                                 0.17   2007-08    Additional 
                                                   Commissioner (Appeals)
 
 Customs Act   Tariff
               Classifcation     1.03   2008-10    CESTAT
 
                                 0.09   2009-10    Commissioner of 
                                                   Customs- Appeals
 
                                 0.03   2009-10    Commissioner of 
                                                   Customs
 
               Export 
               Obligations       0.09   2009-10    Assistant
                                                   Commissioner of
                                                   Customs
 
 Service Tax   Tax on Foreign 
               Payments          3.51   2002-06    CESTAT
 
                                 0.86   2006-11    Commissioner
 
                                 0.06   2006-11    Assistant 
                                                   Commissioner of 
                                                   Service Tax
 
               Tax on
               Technical         0.08   1997-01    Deputy Commissioner
               Know-how
 
               Cenvat Credit     3.97   2011-12    Additional
                                                   Commissioner
 
                                 0.04   2011-12    Assistant Commissioner
 
 Central 
 Excise Act    Excise Duty       0.01   2008-09    CESTAT
 
                                13.70   2002-05    Commissioner (LTU)
 
                                46.40   2006-12    Commissioner (Excise)
 
                                 0.24   2011-12    Joint Commissioner of
                                                   Excise
 
                                 2.38   2006-12    Additional 
                                                   Commissioner of Excise
 
                                 0.64   2006-12    Assistant
                                                   Commissioner of Excise
 
 Income 
 Tax Act       Income tax           -   1997-98    Commissioner of 
                                                   Income Tax (Appeals)
 
                               242.42   2009-10    Commissioner of
                                                   Income Tax (Appeals)
 
 * Net of Rs 145.41 crores paid under protest.
 
 (x) The Company has no accumulated losses at the end of the fnancial
 year and it has not incurred cash losses in the current and immediately
 preceding fnancial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to a fnancial
 institution, bank or debenture holders.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced before us, the Company has
 not granted loans and advances on the 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 beneft fund / society. Therefore, the provisions of clause
 4(xiii) of the Companies (Auditor-s Report) Order, 2003 (as amended)
 are not applicable to the 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 the Companies (Auditor-s Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or fnancial institutions.
 
 (xvi) The Company did not have any term loans outstanding during the
 year.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short-term basis have been used for long- term
 investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties or companies 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 true and fair view of the fnancial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 the year.
 
 For S.R. BATLIBOI & CO.  
 
 Firm Registration No.: 301003E 
 
 Chartered Accountants
 
 per Navin Agrawal
 
 Partner
 
 Membership No.:56102
 
 Bengaluru, India
 
 February 21, 2013