1.  We have audited the attached Balance Sheet of BALRAMPUR CHINI MILLS
 LIMITED as at 31st March, 2012 and also the Statement of Profit and
 Loss and the Cash Flow Statement for 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 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 provides a reasonable basis
 for our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government of India in terms of Section 227(4A) of the
 Companies Act, 1956 (the ''Act'') and on the basis of such checks as we
 considered appropriate and according to the information and
 explanations given to us, we give 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 in paragraph
 
 3 above, we report that:
 
 a) 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.
 
 b) 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.
 
 c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account.
 
 d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
 Cash Flow Statement dealt with by this report are in compliance with
 the applicable Accounting Standards referred to in Section 211 (3C) of
 the Act.
 
 e) On the basis of written representations received from the Directors,
 as on 31st March, 2012 and taken on record by the Board of Directors of
 the Company, 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 Act.
 
 f) 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 Act, in the manner so required and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India:
 
 i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012,
 
 ii) in the case of the Statement of Profit and Loss, of the profit for
 the year ended on that date, and
 
 iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 i) a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets.
 
 b) As explained to us, the Company has a programme of physically
 verifying all its fixed assets once in a period of three years, and in
 accordance therewith, major portion of fixed assets were physically
 verified by the management during the year. In our opinion, the
 frequency of verification is reasonable having regard to the size of
 the Company and nature of its business. The discrepancies noticed on
 such verification were not material and have been properly dealt with
 in the books of account.
 
 c) During the year, the Company has not disposed off substantial part
 of its fixed assets.
 
 ii) a) The inventories have been physically verified during the year by
 the management at reasonable intervals.
 
 b) In our opinion and according to the information and explanations
 given to us, the procedure of physical verification of stocks 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 our examination, we are of the opinion that 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.
 
 b) As 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, clauses (iii) (b) to (iii)(d) of
 paragraph 4 of the said order are not applicable to the Company.
 
 c) 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.
 
 d) As 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, clauses (iii) (f) and (iii) (g) of
 paragraph 4 of the said order are not applicable to the Company.
 
 iv) On the basis of the information and explanation given to us, we are
 of the opinion that the Company has 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. Further, on the basis of our examination
 and according to the information and explanations given to us, we have
 neither come across nor have we been informed of any instance of major
 weaknesses in the aforesaid internal control system.
 
 v) a) According to the information and explanations given to us, there
 is no contract or arrangement that needs to be entered in the register
 required to be maintained under Section 301 of the Act.
 
 b) As the Company has not entered into any contract or arrangement that
 needs to be entered in the register required to be maintained under
 Section 301 of the Act, clause (v)(b) of paragraph 4 of the said order
 is not applicable to the Company.
 
 vi) The Company has not accepted any deposit within the meaning of
 Section 58A, 58AA or any other relevant provisions of the Act and the
 rules framed there under.
 
 vii) In our opinion, the internal audit system of the Company is
 commensurate with the size of the Company and the nature of its
 business.
 
 viii) We have broadly reviewed the books of account maintained by the
 Company in respect of products where pursuant to the rules made by the
 Central Government, the maintenance of Cost records has been prescribed
 under Section 209(1)(d) of the Act and are of the opinion that, prima
 facie, the prescribed accounts and records have been made and
 maintained. We, however, as not required, have not made a detailed
 examination of such records.
 
 ix) a) On the basis of our examination, the Company is regular in
 depositing undisputed statutory dues including Provident Fund, Income
 Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess, Investor
 Education and Protection Fund, Wealth Tax and other statutory dues with
 appropriate authorities and no undisputed amounts payable in respect of
 the aforesaid dues were outstanding as at 31st March, 2012 for a period
 of more than six months from the date of becoming payable. On the basis
 of our information, the provisions of Employees'' State Insurance Act
 are not applicable to the Company.
 
 b) The disputed statutory dues aggregating to Rs 352.35 lacs that have
 not been deposited on account of matters pending before appropriate
 authorities are as under:
 
 Sl. Name of the 
     statute        Nature of
                    dues        Period to 
                                which        Amount      Forum (Where 
                                                         the dispute
                                                         is pending)
 No.                            pertain     (Rs.in Lacs)
 
 1   Central Excise 
     Act, 1944      Cenvat 
                    Credit      2005-07        15.69     Addl. 
                                                         Commissioner 
                                                         - Allahabad
 
 2   Central Excise 
     Act, 1944      Cenvat 
                    Credit      2006-10         4.23     Commissioner
                                                        (Appeals) 
                                                         Central Excise
                                                       - Allahabad
 
 3   Central Excise 
     Act, 1944      Excise
                    Duty        2003-04         1.13     Commissioner
                                                         of Central
                                                         Excise 
                                                        (Appeals) -
                                                         Allahabad
 
 4   Central Excise
     Act, 1944      Excise 
                    Duty        2003-04         6.57     CESTAT - 
                                                         New Delhi
 
 5   Central Excise 
     Act, 1944      Excise 
                    Duty        2003-04         3.08     High Court 
                                                       - Allahabad
 
 6   Central Excise 
     Act, 1944      Excise 
                    Duty        2007-08         2.88     Jt. 
                                                         Commissioner 
                                                         of Central
                                                         Excise -
                                                         Allahabad
 
 7   Central Excise
     Act, 1944      Excise
                    Duty        2006-07         5.75     Jt. 
                                                         Commissioner
                                                         of Central
                                                         Excise -
                                                         Allahabad
 
 8   Central Excise 
     Act, 1944      Excise 
                    Duty       2006-07          1.25     Commissioner
                                                        (Appeals) -
                                                         Allahabad
 
 9   Central Excise 
     Act, 1944      Excise 
                    Duty       2007-08          4.82     Commissioner
                                                        (Appeals) -
                                                         Allahabad
 
 10  Central Excise 
     Act, 1944      Excise 
                    Duty       2009-10          4.91     Asst. 
                                                         Commissioner
                                                       - Sitapur
 
 11  Central Excise 
     Act, 1944      Excise
                    Duty       2011-12          0.61     CESTAT- 
                                                         New Delhi
 
 12  Central Excise
     Act, 1944      Excise 
                    Duty       2009-10         34.72     High Court
                                                         Allahabad -
                                                         Lucknow Bench
 
 13  Central Excise 
     Act, 1944      Excise
                    Duty       2003-05         82.16     Jt. 
                                                         Commissioner
                                                        (Adj.) Central
                                                         Excise - 
                                                         Allahabad
 
 14  Finance Act,
     1994           Service
                    Tax        2006-08         2.13      CESTAT -
                                                         New Delhi
 
 15  Central 
     Excise Act, 
     1944           Cenvat 
                    Credit     2010-11         1.63      Commissioner
                                                        (Appeals)
                                                         Central
                                                         Excise -
                                                         Allahabad
 
 16  Central Excise
     Act, 1944      Cenvat
                    Credit     2011-12         0.57      Superindent.
                                                         Central
                                                         Excise - Gonda
 
 17  Entry Tax 
     Act, 2008      Entry Tax  2010-11         8.00      Jt. 
                                                         Commissioner
                                                         Commercial Taxes
 
 18  Sugar 
     Incentive 
     Scheme, 2004
     of U.P. Govt.  Entry Tax  2007-08        14.63      High Court 
                                                       - Lucknow
 
 19  The Indian 
     Stamp Act, 
     1899           Stamp Duty 2002            5.29      High Court
                                                       - Lucknow
 
 20  The Indian 
     Stamp Act, 
     1899           Stamp Duty 2009           68.76      District 
                                                         Magistrate -
                                                         Barabanki
 
 21  The Indian 
     Stamp Act, 
     1899           Stamp Duty 1992            5.09      District 
                                                         Magistrate -
                                                         Barabanki
 
 22  The Indian 
     Stamp Act,   
     1899           Stamp Duty 1997,1999 
                               & 2008         44.50      High Court 
                                                         Allahabad -
                                                         Lucknow Bench
 
 23  The Indian 
     Stamp Act, 
     1899           Stamp Duty 1995-96       12.60       High Court
                                                         Allahabad -
                                                         Lucknow Bench
 
 24  The Indian     
     Stamp Act, 
     1899           Stamp Duty 1994          19.32       High Court
                                                         Allahabad -
                                                         Lucknow Bench
 
 25  U.P.Trade 
     Tax Act,
     1948           Sales Tax  1990-91        0.22       High Court
 
 26  U.P.Trade 
     Tax Act, 1948  Sales Tax  2002-03        0.65       Jt. 
                                                         Commissioner 
                                                        (Appeal)
 
 27  U.P.Trade 
     Tax Act, 1948  Sales Tax  2007-08        0.89       Asst. Dy.
                                                         Commissioner
 
 28  Entry Tax 
     Act, 2000      Entry Tax  2007-08        0.27       Asst. Dy.
                                                         Commissioner
     Total                                  352.35
 
 x) The Company has no accumulated losses and has not incurred any cash
 loss during the year covered by our audit or in the immediately
 preceding financial period.
 
 xi) The Company has not defaulted in payment of dues to a financial
 institution or bank or debenture- holders.
 
 xii) The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures or other securities.
 
 xiii) The provisions of any special statue applicable to Chit Fund,
 Nidhi or Mutual Benefit Society are not applicable to the Company.
 
 xiv) In our opinion and according to the information and explanations
 given to us, the Company is not dealing or trading in securities. The
 Company has maintained proper records of transactions and contracts in
 respect of shares, securities and other investments and timely entries
 have been made therein. All shares, securities and other investments
 have been held by the Company in its own name.
 
 xv) On the basis of our examination and according to the information
 and explanations given to us, the Company has not given any guarantee
 for loan taken by others from bank or financial institution.
 
 xvi) On the basis of our examination and according to the information
 and explanations given to us, the term loans have been applied for the
 purpose for which the loans were obtained.
 
 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
 purposes.
 
 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.
 
 xix) The Company has not issued any debentures.
 
 xx) The Company has not raised any moneys by public issue during the
 year covered by our audit report.
 
 xxi) In our opinion and according to the information and explanations
 given to us, no fraud on or by the Company has been noticed or reported
 during the year that causes the financial statements materially
 mis-stated.
 
                                         For G. P. Agrawal & Co.
 
                                          Chartered Accountants
 
                                           F.R. No. 302082E
 
 
                                           (C.A. Ajay Agrawal
 
 Place: Kolkata                          Membership No. 17643)
 
 Date: 28th May, 2012.                                Partner