1.  We have audited the attached Balance Sheet of ALFRED HERBERT
 (INDIA) LIMITED as at 31 March 2012 and the related Statement of Profit
 and Loss and 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 have 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
 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 the management, as well as evaluating the overall financial
 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 (the
 order'') as amended by the Companies (Auditor''s Report) (Amendment)
 Order, 2004 (the Order), issued by the Central Government of India in
 terms of section 227 (4A) of the Companies Act, 1956 of India (''the
 Act'') and on the basis of such checks as we considered appropriate and
 according to the information and explanations given to us, we set out
 in ANNEXURE, a statement on the matters specified in paragraph 4 and 5
 of the said order.
 
 4.  Further to our comments in the Annexure referred to in Paragraph 3
 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 the law
 have been kept by the Company ,so far as appears from our examination
 of those books;
 
 (iii) The financial statements dealt with by this report are in
 agreement with the books of accounts;
 
 (iv) In our opinion, the financial statements dealt with by this report
 comply with the Accounting Standards referred to in section 211 (3C) of
 the ''Act'' ;
 
 (v) On the basis of the written representations received from the
 directors, as on 31 March, 2012 and taken on record by the Board of
 Directors, we report that none of the directors are disqualified as on
 31 March, 2012 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the ''Act'' ;
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts, read together with the
 Notes gives the information as 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 Balance Sheet, of the state of affairs of the
 Company as at 31 March, 2012;
 
 (b)in the case of Statement of Profit and Loss, 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.
 
 5, According to the information and explanations given to us and on the
 basis of the test checks carried out by us during the course of the
 audit of the company, our report on the matters specified under the
 para 3A and 3C of Non Banking Financial Companies Auditors Report
 (Reserve Bank) Directions 1998 is as follows: 0 The Company is engaged
 in the business of Non Banking Financial Institution.  
 
 ii) The Company which was incorporated prior to 9th January 1997 has
 applied for registration as provided in section 45-IA of Reserve Bank
 of India Act, 1934 (2 of 1934) and has received registration
 certificate from the Reserve Bank of India vide their certificate no.
 N. 05. 04665 dated 29th November 2001.
 
 iii) The asset/income pattern of the Company as on 31.03.2012 are as
 follows:
 
 Rate of Investment Income to Total Income: 0.65 Rate of Total
 Investments to Total Assets : 0.78 In view of the above ratios, the
 Company is entitled to hold Certificate of Registration issued by the
 Reserve Bank of India as on 31.03.2012.  
 
 iv) The Board of Directors of the Company had passed a resolution at
 its meeting held on 25th January, 2011 and 29th May, 2012 for not
 accepting any public deposit.
 
 v) The Company has not accepted any public deposit during the year
 under reference.
 
 vi) The Company has complied with the prudential norms relating to
 income recognition, assets, classification and provisioning for bad and
 doubtful debts as specified in the directions issued by the Reserve
 Bank of India in terms of the Non- Banking Financial ( Non-deposit
 Accepting or Holding) Companies Prudential Norms (Reserve Bank)
 Directions,2007.
 
 ANNEXURE TO THE AUDITORS REPORT (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 situations of fixed
 assets.
 
 (b) According to the information and explanations given to us, most of
 the fixed assets have been physically verified by the management during
 the year in a phased program and no material discrepancies were noticed
 on such verification. In our opinion, the frequency of such
 verification is reasonable having regard to the size of the company and
 the nature of its assets, 
 
 (c)The. Company has not disposed off a substantial part of its fixed
 assets during the year, which affect the going concern status of the
 Company.
 
 (ii)(a) As explained to us, all the inventory of the company has been
 physically verified during the year by the management. In our opinion
 and according to the information and explanations given to us, the
 frequency of the verification is reasonable having regard to the size
 of the company and the nature of its business.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the Company and nature of its business.
 
 (c) On the basis of examination of the records of inventory and
 according to the information and explanations given to us, we are of
 the opinion that the Company is maintaining proper records of
 inventory. Discrepancies noticed on physical verification of stocks
 were not material.
 
 (iii) According to the information and explanation given to us, the
 company has neither granted nor taken any loans to and from the
 companies, firms or other parties as listed in the register maintained
 under section 301 of the Companies Act, 1956. Accordingly, provisions
 of clause 4(iii)(b) to (g) of the order are not applicable to the
 Company.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are reasonable internal control procedures
 commensurate with the size and the nature of its business with regard
 to purchase of inventory and fixed assets and for the sale of goods and
 services. During the course of our audit, we have not observed any
 continuing failure to correct major weaknesses in internal controls.
 
 (v) In our opinion and according to the information and explanations
 given to us, the Company has not entered into any contracts or
 arrangements referred to in the section 301 of the Act that need to be
 entered into the register required to be maintained under that section.
 Accordingly, clause 4 (v)(b) of the order are not applicable.
 
 (vi) The Company has not accepted any deposits under section 58A, 58AA
 or any other relevant provisions of the Act from the public during the
 year,
 
 (vii) In our opinion, the internal audit system of the Company is
 commensurate with the size of the Company and nature of its business.
 
 (viii) The Central Government has not prescribed for the maintenance of
 any cost records under section 209(1 )(d) of the Companies Act, 1956 in
 respect of the products of the Company.
 
 (ix)(a)According to the information and explanations given to us, the
 Company is generally regular in depositing with appropriate authorities
 undisputed statutory dues including Provident Fund, Investor Education
 and Protection Fund, Employee''s State Insurance, Income tax. Sales Tax,
 Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other
 statutory dues applicable to it.  On the basis of the records of the
 Company and the information and explanations given to us, no undisputed
 amounts payable in respect of statutory dues as aforesaid were
 outstanding as at 31 March, 2012 for a period of more than six months
 from the date they became payable.
 
 (b) According to the records of the Company and according to the
 information and explanations given to us by the management, there are
 no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,
 Excise Duty and Cess, which have not been deposited on account of any
 dispute.
 
 (x) As per the records of the company, the Company has no accumulated
 losses at the end of the financial year and has not incurred any cash
 losses during the financial year covered by our audit and in the
 immediately preceding financial year.
 
 (xi) Based on our examination of documents and records and according to
 the information and explanations given to us, the Company has not
 defaulted in repayment of dues of financial institutions, banks or
 debenture holders.
 
 (xii) According to the information and explanations given to us and
 based on document and records produced before us, the Company has
 granted loan on the basis of security by way of pledge of shares and
 proper records in respect thereof have been maintained.
 
 (xiii) The Company is not a chit fund or nidhi / mutual benefit fund /
 society. Therefore, the provisions of the clause 4 (xiii) of the Order
 are not applicable to the Company.
 
 (xiv) Based on our examination of documents and records and evaluation
 of the related internal controls, in respect of dealings/trading in
 securities, in our opinion, proper records have been maintained of the
 transactions and contracts and timely entries have been made in those
 records. We also report that the Company has held the shares,
 securities, debentures and other investments in its own name except to
 the extent of the exemption granted under section 49 of the Companies
 Act, 1956.
 
 (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 loan outstanding during the
 year. Accordingly, Clause 4 (xvi) of the Order is not applicable to the
 Company.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the Company, the Company
 has not raised funds on short-term basis and therefore provisions of
 Clause 4(xvii) of the order are not applicable to the Company.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties and companies covered in the register maintained under
 section 301 of the Act during the year.
 
 (xix) According to the information and explanations given to us and the
 records examined by us, no debentures have been issued during the year.
 Accordingly, provisions of clause 4(xix) of the order are not
 applicable to the Company.
 
 (xx) Based on the records examined by us, the Company has not raised
 monies by public issue during the year.
 
 (xxi) During the course of our examination of books of accounts carried
 out in accordance with generally accepted auditing practices in India,
 we have neither come across any incidence of fraud on or by the Company
 nor have we been informed of any such cases by the management.
 
                                                          For RAY & RAY.
 
                                                  Chartered Accountants
 
 Place: Kolkata                                           ABHIJIT NEOGI
 
 Date :  29th May 2012                                          Partner
 
                                                   Membership No. 61380