1.  We have audited the attached Balance Sheet of Bang Overseas Limited
 as at 31 March, 2012 and also the Statement of Profit and Loss for the
 year ended on that date and the Cash Flow Statement for the year ended
 on that date both annexed thereto. These financial statements arc 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 from any 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 presentation of the
 financial statements.  We believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  As required by the Companies (Auditors'' Report) Order 2003 as
 amended by the Companies (Auditor''s Report) (Amendment) order, 2004
 issued by the Central Government of India in terms of sub section (4 A)
 of Section 227 of the Companies Act 1956, we enclosed in the Annexure a
 statement on the matter 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 as follows:
 
 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 and Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 d) The Balance Sheet and the Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report comply with the Accounting
 Standards referred in sub-section (3C) of Section 211 of the Companies
 Act, 1956;
 
 e) On the basis of the written representation received from the
 directors, and taken on record by the Board of Directors, as on 31
 March 2012, we report that, none of the directors is disqualified as on
 31 March 2012 from being appointed as a director in terms of clause (g)
 of the sub-section (1) of the Section 274 of the Companies Act, 1956;
 
 f) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with
 significant accounting policies and notes to accounts give the
 information required by 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;
 
 i) In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31March, 2012;
 
 ii) In the case of Statement of Profit and Loss, of the profit of the
 Company for the year ended on that date; and
 
 iii) In the case of Cash Flow Statement, of the cash flows for the year
 ended on that date
 
 (i) In respect of fixed assets:
 
 (a) The company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets for
 manufacturing units at Bangalore. The records for other units are in
 the process of preparation.
 
 (b) The fixed assets of the company have been physically verified by
 the management at reasonable intervals and no material discrepancies
 were noticed on such verification:
 
 (c) The fixed assets disposed off during the year does not constitute a
 substantial part of fixed assets of the Company and such disposal in
 our opinion has not affected the going concern status of the Company.
 
 (ii) In respect of inventories:
 
 (a) As explain to us, the inventories have been physically verified by
 the management during the year.
 
 (b) In our opinion and according to the information and explanation
 given to us, 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) In our opinion and according to the information and explanation
 given to us, the Company has maintained proper records of inventories.
 No material discrepancies were noticed on the physical verification
 done by the management.
 
 (iii) In respect of loans taken / granted:
 
 (a) According to the information and explanation given to us, the
 Company has taken unsecured loans during the year from two parties
 covered in the register maintained under Section 301 of the Companies
 Act, 1956. The maximum amount due on such unsecured loans during the
 year is Rs. 2,66,34,827/- and the year end balance is Rs. 5,44,05,925/
 -
 
 (b) According to theinformation and explanation given to us, the
 Company has granted unsecured loan during the year to one party covered
 in the register maintained under Section 301 of the Companies Act,
 1956. The maximum amount receivable on such unsecured loan during the
 year is Rs. 1,86,00,187/- and the year end balance is Rs. 11,33,790/-
 
 (c) In our opinion the terms and conditions on which the loan has been
 taken by / granted to the Company are not prima facie prejudicial to
 the interest of the Company.
 
 (d) The Company is regular in repaying principal amount and interest as
 stipulated.
 
 (iv) In our opinion, and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and nature of it''s business
 for the purchase of Inventory and Fixed assets and sale of goods.
 During the course of our audit, we have not observed any continuing
 failure to correct measure weaknesses in such internal controls.
 
 (v) In respect of register maintained under Section 301 of the
 Companies Act, 1956:
 
 (a) Based on the information and explanations given to us, the
 transaction pertaining to contracts and arrangements that need to be
 entered in to a register in pursuance of Section 301 of the Companies
 Act, 1956 have been so entered.
 
 (b) According to information and explanation given to us, the
 transactions made in pursuance of such contract or arrangement entered
 in the register maintained under Section 301 of the Companies Act, 1956
 and aggregating during the year to Rs.5,00,000/- or more in respect of
 any party have been made at prices which are reasonable having regards
 to the prevailing market prices.
 
 (vi) In our opinion, and according to the information and explanation
 given to us, the Company has not accept any deposit from public and
 therefore the provisions of Section 58 and 58AA of the Companies Act,
 1956 and Rules there under are not applicable to the Company.
 
 (vii) In our opinion, the internal audit functions carried out during
 the year by the Internal Auditor have been commensurate with the size
 of the Company and nature of it''s business.
 
 viii) We have broadly reviewed the books of accounts maintained by the
 Company pursuant to the rules made by 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 in respect of
 manufacturing of garments. However we are neither required to carry out
 nor have carried out any detailed examination of such accounts and
 records.
 
 (ix) According to the information and explanations given to us and on
 the basis of our examination of the books of account, the Company is
 regular in depositing undisputed statutory dues including provident
 fund, employees'' state insurance, income tax, sales tax, service tax
 and custom duty have generally been regularly deposited with the
 appropriate authorities, except slight delay at few instances.
 
 According to the information and explanation given to us, there was no
 undisputed amount payable in respect of statutory dues were in arrears
 as at 3T'' March, 2012 for a period of more than 6 months from the date
 the became payable.
 
 According to the information and explanation given to us, there are no
 dues of income tax, provident fund, service tax and other material
 statutory dues which have not been deposited with appropriate
 authorities on account of any disputes.
 
 (x) The Company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses during the financial
 covered by our audit and the immediately preceding financial year.
 
 (xi) Based on our audit procedures and the information and explanation
 given by the management, we are of the opinion that the Company has not
 defaulted in repayment of dues to bank.
 
 (xii) According to the 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) The Company is not a nidhi / mutual benefit fund / society.
 
 (xiv) In our opinion the Company is not a dealer or trader in shares,
 securities, debentures and other investments.  All the Investments made
 by the Company are in the name of the Company.
 
 (xv) The Company has given guarantee of Rs. 10,00,00,000/- for loans
 taken by its Subsidiary Vedanta Creations Ltd.  from Bank of India
 
 (xvi) According to the records of the Company, and as per the
 information and explanation given to us the Company has not taken the
 term loan and hence provision of clause 4(xvi) of the order is not
 applicable.
 
 (xvii) Based on the information and explanation given to us and over
 all examination of Balance Sheet of the Company, in our opinion, there
 are no funds raised on a short term basis which have been used for long
 term investment and vice versa.
 
 (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) We have verified the end use of money raised by public issue
 during the year and the same is disclosed in notes to the financial
 statements (Refer Note 32).
 
 (xxi) To the best of our knowledge and belief and according to the
 information and explanation given to us no fraud on or by the Company
 has been noticed or reported during the course of our audit.
 
                                    For Rajendra K.Gupta & Associates
                                                Chartered Accountants
 
                                        Firm Registration No: 108373W
                                                 Rajendra Kumar Gupta
  
                                                              Partner
 
 Membership No: 9939 
 
 Place: Mumbai
 
 Date: August 27, 2012