1.  We report that we have audited the attached Balance Sheet of ABC
 INDIA LIMITED as at 31st March, 2012, and the Statement of Profit and
 Loss and also the Cash Flow Statement for the year ended on that date
 annexed thereto. These financial statements are the responsibility of
 the company''s management. Our responsibility'' is to express an
 opinion on these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with the auditing standards
 generally 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 accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provided a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditors'' Report) Order, 2003 as
 amended, and issued by the Central Government of India in terms of
 sub-section (4A) of section 227 of the Companies Act, 1956, (the*Act)
 and on the basis of such checks of the books and records of the Company
 as we considered appropriate and according to the information and
 explanations given to us during the course of audit we enclose in the
 Annexure a statement on the matters specified in paragraphs 4 and 5 of
 the said Order so far as the same are applicable, on the facts and
 circumstances to the Company.
 
 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 purpose 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, and proper returns adequate for the purposes of our audit
 have been received from the branches not visited by us.
 
 (iii) The Balance Sheet and Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account.
 
 (iv) In our opinion, the Balance Sheet,-Statement of Profit and Loss
 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 Act.
 
 (v) On the basis of written representations received from the directors
 and taken on record by the Board of Directors, we report that none of
 the directors is disqualified as on 31st March 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 31 st March, 2012;
 
 (b) in the case of the Statement of Profit and Loss, of the Profit for
 the year ended on that date; and
 
 (c) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE .
 
 Re: ABC INDIA LIMITED
 
 Referred to in paragraph 3 of our report of even date.
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) All the assets have not been physically verified by the management
 during the year but there is a regular programme of verification 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 verification.
 
 (c) During the year, the Company has replaced a portion of its Fixed
 Asset in the regular course business and disposed off one of its non
 productive office premises and a vacant plot. In our opinion and
 according to the information and explanations given to us sale of such
 assets has not affected the going concern status of the Company.
 
 (ii) (a) The inventory has been physically verified during the year by
 the management. In our opinion, the frequency of verification is
 reasonable.
 
 (b) The procedures of physical verification of inventories 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. No material
 discrepancies were noticed on verification between the physical stocks
 and the book records.
 
 (iii) (a) The Company has not granted any loan, secured or unsecured,
 to companies, firms or other parties covered in the register maintained
 under section 301 of the Act. Therefore, the provisions of sub
 clause(b) to (d) to clause (iii) are not applicable to the Company.
 
 (b) The Company has not taken any loan, secured or unsecured, from
 companies, firms or other parties covered in the register maintained
 under section 301 of the Act. Therefore the provisions of sub clause
 (f) and (g) of clause (iii) are not applicable to the company.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there is adequate internal control system commensurate
 with the size of the company and the nature of its business for
 purchases of inventory and fixed assets and for sale of goods and
 services. During the course of our audit, we have not observed any
 continuing failure to correct major weaknesses in internal control
 system.
 
 (v) (a) According to the information and explanations given to us, 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 in the register maintained under that section have been so
 entered.
 
 (b) No transaction exceeding the value of rupees five lacs have been
 made in pursuance of contracts referred to in section 301 of the
 Companies Act 1956.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposit from the public.
 Therefore the provisions of clause (vi) are not applicable to the
 company.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) Maintenance of cost records has not been prescribed by the
 Central Government under clause (d) of sub section (1) of section 209
 of the Companies Act, 1956.
 
 (ix) (a) The Company is generally regular in depositing undisputed
 statutory dues including Provident Fund, Employee''s State Insurance,
 Investors Education and Protection Fund, Income Tax, Sales Tax, Wealth
 Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other
 statutory dues applicable to it with the appropriate authorities. No
 undisputed amounts payable in respect of aforesaid dues were
 outstanding as at 31st March, 2011 for a period of more than six months
 from the date they become payable.
 
 (b) According to the information and explanations given to us, there
 are no material dues on account of Sales Tax, Wealth Tax, Service
 Tax,Custom Duty, Excise duty,Cess and any other statutory dues that
 have not been deposited with appropriate authorities on account of any
 dispute.
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash loss in such financial year and in
 the immediately preceeding financial year.
 
 (xi) In our opinion and as per information and explanations given to
 us, the Company has not defaulted in repayment of dues to financial
 institutions or banks and it has no debenture holders.
 
 (xii) In our opinion and as per information and explanations-given to
 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) As per information and explanations given to us the Company is
 not a chit fund or a Nidhi or a mutual benefit fund/society.
 Therefore, the provisions of clause (xiii) are not applicable to the
 Company.
 
 (xiv) As per information and explanations given to us, the Company is
 not dealing in or trading in shares, securities, debentures and other
 investments. Accordingly, the provisions of clause (xiv) are not
 applicable to the Company.
 
 (xv) In our opinion terms and conditions on which the Company has given
 guarantees for loan or other facilities taken by others from banks or
 financial institutions, are prima-facie not prejudicial to the interest
 of the Company.
 
 (xvi) According to information and explanations given to us term loans
 were applied for the purpose for which they were obtained
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the Company, funds
 raised on short-term basis have not been used for long-term investment.
 
 (xviii) According to the information and explanations given to us the
 Company has not made any preferential allotment of shares to parties
 and companies covered in the Register maintained under section 301 of
 the Companies Act ,1956.
 
 (xix) The Company had no outstanding debentures in the year.
 
 (xx) The Company has not raised any money by public issues.
 
 (xxi) To the best of our knowledge and belief and according to the
 information and explanations given to us, no significant fraud on or by
 the Company was noticed or reported during the year.
 
                                              For AGARWAL KEJRIWAL & CO.
 
                                                  Chartered Accountants 
 
                                      Firm''s Registration No. 316112E
 
                                                             M. Agarwal
 
 Place: Kolkata                                                 Partner
 
 Date : 28th May, 2012                             Membership No. 52474