ABB

1. We have audited the attached balance sheet of ABB Limited (the
 Company) as at December 31, 2008 and also the profit and loss account
 and the cash flow statement for the year ended on that date annexed
 thereto. These financial statements are the responsibility of the
 Companys management. Our responsibilty is to express an opinion on
 these financial statements based on our audit.
 
 2. We conducted our audit in accordance with auditing standards
 generallu accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accoutning principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We belive that our audit provides a reasonable basis for
 our opinion.
 
 3. As required by the Companies (Auditors Report) Order, 2003 (as
 amended) issued by the Central Goverment 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
 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 belif 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, profit anf loss account and cash flow statement
 dealt with by this report are in agreement with the books of accoun;
 
 iv. In our opinion, the balance sheet, prrofit and loss account and
 cash flow 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, 2008, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 December 31, 2008 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, 2008;
 
 b) in the case of the profit and loss account, of the profit for the
 year ended on that date; and 
 
 c) in the case of cash flow statement, of the cash flows for the year
 ended on that date.
 
 Annexure Report of even date
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets. 
 
 (b) Althought all fixed assets have not been physically verfied by the
 management during the year, the Company has a regular programme of
 physical verification of fixed assests which, in our opinion, is
 reasonable having regard to the size of the Company and the nature of
 its assets. In accordance with this programme, certain fixed assets
 were physiclly verified by the management during the year and we are
 informed that no material discrepancies were noticed on such
 verfication.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 (ii) (a) The management has conducted physical verfication of inventory
 at reasonable intervals during the year.
 
 (b) The procedures of physical verification 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 discerpancies were noticed on physical verification.
 
 (iii) (a) As informed to us, the Company has not granted any loans,
 secured or unsecured to companies, firms or other parties covered in
 the register maintained under section 301 of the Companies Act, 1956.
 
 (b) As information to us, the Company has not taken any loans, secured
 or unsecured form companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
  
 (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 and the nature of its business, for the
 purchase of inventory and fixed assets and for the sale of goods and
 services. During the course of our audit, no major weakness has been
 noticed in the internal control system in respect of these areas.
 
 (v) 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 Act that need to be
 entered into the register maintained under section 301 have been so
 entered. None of the transactions made in pursuance of such contracts
 or arrangements exceed the value of Rupees five lakh in respect of any
 one such party in the financial year.
 
 (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) According to the records of the Company, the Company is
 regular in depositing 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 with the
 appropriate authorities.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employess state insurance, income-tax,
 wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
 other undisputed 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*
                                                       (Rs in Thousands)
 Excise Act               Freight charges for valuation            589
 
 Customs Act              Tariff classification                534,183
 
 Finance Act,1994
 (Service Tax Provisions) Service tax on freight
                          charges and erection services         13,426  
                          Service tax on foreign
                          payments                               6,868
                          Service tax on foreign 
                          payments                               2,516 
                          Service tax on technical
                          knowhow                                4,693
 
 Sales Tax Act            Works contract tax charged            13,722
                                                                14,692
                          Differential tax charged              13,526
                                                                44,319
                                                               212,620
                          Submission of statutory forms         42,969
                                                                10,680
                                                                 2,224
                                                                   900
 
 Faridabad Development    Product classification                30,400
 Act ( Octroi)              
 
 
 Period to which the     Forum where dispute is pending
 amount relates   
 
 1997-98                 Centeral Excise and Service Tax 
                         Appellate Tribunal         
 
 2002-07                 Commissioner of Customs
 
 1997-06                 Central Excise and Service Tax 
                         Appellate Tribunal
 2003-06                 Central Excise and Service Tax 
                         Appellate Tribunal
 2003-06                 Commissioner (Appeals)
 2003-06                 Deputy Commissioner (Appeals)
 
 1996-02                 Deputy Commissioner (Appeals)
 1999-01                 Sales Tax Appellate Tribunal
 2003-04                 Deputy Commissioner
 1998-07                 Deputy Commissioner (Appeals)
 1995-07                 Sales Tax Appellate Tribunal
 2002-04                 Deputy Commissioner (Appeals)
 2003-04                 Joint Commissioner (Appeals)
 2001-05                 Joint Excise and Trade Commissioner (Appeals)
 1994-95                 High Court
 
 1986-94                 High court 
 
 _ Net of Rs 213,963 thousand, paid under protest
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 (xi) Based on our audit procedured 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 financial
 institution, bank or debenture holders.
 
 (xii) According to the information and explations given to us and based
 on the documents and records produced to us, the Company has notgranted
 loans and advances on the basis of security by way of piedge of shares,
 debentures and other securities.
 
 (xiii) In our opinion, the Company is not a chit fundor a nidhi/mutual
 benefit fund/society. Therfore, the provisions of clause 4(xiii) of the
 Companies (Auditors 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 (Auditors 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 financial 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 and cash flow statement 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 coveres in the register maintained under
 section 301 of the Companies Act, 1956.
 
 (xix) The Company did not have any out standing debentures during the
 year. 
 
 (xx) The Company did not raised any money through a public issue during
 the year.
 
 (xxi) Based upon the audit procedures performed for the purposeof
 reporting the trueand fair view fothe financial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the company has bee noticed or reported during
 the course of our audit.
 
                                               For S.R. BATLIBOI & CO.
                                               Chartered Accountants
 
                                                per Sunil Bhumaralkar
                                                              Partner
                                                  Membership No.35141
 
 Bangalore, India
 February 20,2009