1.  We have audited the attached Balance Sheet of BOMBAY POTTERIES &
 TILES LIMITED as at 31st March, 2011, the Profit and Loss Account 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 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 sub-section (4A) of
 Section 227 of the Companies Act, 1956 (hereinafter referred to as the
 Act), we annex hereto a statement on the matters specified in
 paragraphs 4 and 5 of the said Order, to the extent applicable.
 
 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 the
 books.
 
 c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account.
 
 d) In our opinion, the Balance Sheet, Profit & 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 Act, to
 the extent applicable.
 
 e) On the basis of the written representations received from the
 directors as on 31st March, 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March, 2011 from being appointed as a director of the Company in
 terms of Section 274(l)(g)of the Act.
 
 f) The Company has not complied with the provisions of Section 80 of
 the Act inasmuch as that it has neither redeemed the 12% Cumulative
 Preference Shares amounting to Rs. 19,00,000 (cumulative dividend
 thereon:  Rs.22,80,000), nor taken approval from Company Law Board to
 extend the period of redemption. (Refer Note No. 2 in Schedule ''M'' to
 the Financial Accounts).
 
 g) Subject to the matters referred to at paragraph 4 (f) above, 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
 significant accounting policies and other notes appearing in Schedule
 ''M'' and those appearing elsewhere in the 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, 2011; 
 
 ii) in the case of the Profit & Loss Account, of the loss of the 
 Company for the year ended on that date; and 
 
 iii) in the case of the Cash Flow Statement, of the cash flows of the 
 Company for the year ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS'' REPORT OF EVEN DATE ON
 THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31st MARCH, 2011
 OF BOMBAY POTTERIES & TILES LIMITED.
 
 On the basis of such checks as we considered appropriate and according
 to the information and explanations given to us during the course of
 audit, we state that:
 
 1.  (i) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (ii) The physical verification of fixed assets was carried out during
 the year, which, in our opinion, is reasonable considering the size of
 the Company and the nature of its assets. No discrepancies were noticed
 on such verification.
 
 (iii) No substantial / major part of fixed assets has been disposed off
 during the year.
 
 2.  As informed the Company does not have any inventory and as
 such,Clause 4 (ii) (a) to 4 (ii) (c) of the Companies (Auditor''s
 Report) Order, 2003 ( as amended) are not applicable
 
 3.  a) 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 Act.
 
 b) The Company has taken unsecured interest free loan from one director
 covered in the Register maintained under Section 301 of the Act and
 there are no terms and conditions specified in the said loan. The
 maximum amount involved during the year was Rs. 10427399 as at
 31.03.2011 .and the year end balance was Rs. 10427399. Thus the terms
 and conditions are not prima facie prejudicial to the interest of the
 Company.
 
 4.  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. During the
 course of our audit, no major weaknesses have been noticed in the
 internal control system.
 
 5.  According to 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 Act have been entered in the register required
 to be maintained under that Section. In our opinion and according to
 the information and explanation given to us.
 
 There are no transactions made in pursuance of such contracts or
 arrangements exceeding value of rupees five lakhs entered into during
 the financial year.
 
 6.  The Company has not accepted any deposits within the meaning of the
 section 5 8A, 58AA or any other relevant provisions of the Act and
 rules framed there under.
 
 7.  The Company does not have any formal internal audit system.
 However, as explained to us, effective internal control is being
 exercised departmentally.
 
 8.  (i) The Company is generally regular in depositing undisputed
 statutory dues including Provident fund, Investor Education and
 Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax,
 Customs Duty, Excise Duty, Cess and other statutory dues applicable to
 the Company with appropriate authorities. No undisputed amounts payable
 in respect of the aforesaid statutory dues were outstanding as at the
 last day of the financial year for a period of more than six months
 from the date they became payable.
 
 (ii) According to the records of the Company, there are no dues of
 Income Tax, Sales Tax, Customs Duty, Wealth Tax, Service Tax, Excise
 Duty, and Cess which have not been deposited on account of any dispute.
 
 9.  In our opinion, the accumulated losses as at 31st March, 2011 of
 the Company are less than fifty percent of its net worth. The Company
 has incurred cash losses during the financial year and in the
 immediately preceding financial year.
 
 10.  According to the information and explanations given to us, the
 Company has not granted any loans and advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 11.  According to the information and explanation given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 12.  The Company has not raised any term loan during the year.
 
 13.  According to the information and explanations given to us and on
 an overall examination of the cash flow statement and the balance sheet
 of the Company, in our opinion, the funds raised on short term basis
 have, not been used for long term investment.
 
 14.  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.
 
 15.  The Company has not issued any debentures during the year.
 
 16.  The Company has not raised any money by way of pubic issue during
 the year.
 
 17.  During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
 
                                               For ANIL JAYKANT & CO.
                                       Firm Registration No.; 100437W 
                                                Chartered Accountants
 
 
                                                         ANIL J. SHAH 
                                                           Proprietor 
                                                (Membership No. 11584)
 
 Place: Mumbai,
 Dated: 2nd September 2011