1.  We have audited the attached Balance Sheet of Bosch Limited (the
 Company) as at December 31, 2010, and the related Profit and Loss
 Account and Cash Flow Statement for the year ended on that date annexed
 thereto, which we have signed under reference to this report. These
 financial statements are the responsibility of the Companys
 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 (Auditors Report) Order, 2003, as
 amended by the Companies (Auditors Report) (Amendment) Order, 2004
 (together the Order), issued by the Central Government of India in
 terms of sub-section (4A) of Section 227 of The Companies Act, 1956
 of India (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, we give in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the 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, Profit and 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 and 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;
 
 (e) On the basis of written representations received from the
 directors, as on December 31, 2010 and taken on record by the Board of
 Directors, none of the directors is disqualified as on December 31,
 2010 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 financial statements together
 with the notes thereon and attached thereto give, in the prescribed
 manner, the information required by the Act, 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 December 31, 2010;
 
 (ii) in the case of the Profit and Loss Account, 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.
 
 Annexure to Auditors Report Referred to in paragraph 3 of the
 Auditors Report of even date to the members of Bosch Limited on the
 financial statements for the year ended December 31, 2010.
 
 1.  (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation, of fixed
 assets.
 
 (b) The fixed assets are physically verified by the Management
 according to a phased programme designed to cover all the items over a
 period of three years which, in our opinion, is reasonable having
 regard to the size of the Company and the nature of its assets.
 Pursuant to the programme, a portion of the fixed assets has been
 physically verified by the Management during the year and no material
 discrepancies between the book records and the physical inventory have
 been noticed.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 of by the Company during the year.
 
 2.  (a) The inventory (excluding stocks with third parties) has been
 physically verified by the Management during the year. In our opinion,
 the frequency of verification is reasonable. In respect of inventory
 lying with third parties, these have substantially been confirmed by
 them.
 
 (b) In our opinion, 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) On the basis of our examination of the inventory records, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material.
 
 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, accordingly sub clauses (b), (c) and (d)
 of clause (iii) of Paragraph 4 of the Order are not applicable.
 
 (b) The Company has not taken any loans, secured or unsecured, from
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Act, accordingly sub clauses (f) and (g) of
 clause (iii) of Paragraph 4 of the Order are not applicable.
 
 4.  In our opinion and according to the information and explanations
 given to us, there is 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 sale of goods and
 services. Further, on the basis of our examination of the books and
 records of the Company, and according to the information and
 explanations given to us no major weakness have been noticed or
 reported.
 
 5.  (a) In our opinion and according to the information and
 explanations given to us, 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.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements and exceeding the value of Rupees Five Lakhs in respect of
 any party during the year have been made at prices which are reasonable
 having regard to the prevailing market prices at the relevant time.
 
 6.  The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 8.  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 of India, the maintenance of cost records has been
 prescribed under clause (d) of sub-section (1) of Section 209 of the
 Act, and are of the opinion that prima facie, the prescribed accounts
 and records have been made and maintained. We have not, however, made a
 detailed examination of the records with a view to determine whether
 they are accurate or complete.
 
 9.  (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the Company
 is generally regular in depositing the undisputed statutory dues
 including provident fund, investor education and protection fund,
 employees state insurance, income-tax, sales-tax, wealth-tax,
 service-tax, customs duty, excise duty, cess and other material
 statutory dues as applicable with the appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, the particulars of dues of
 income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise
 duty and cess as at December 31, 2010 which have not been deposited on
 account of a dispute, are as follows:
 
 Name          Nature        Amount          Period to        Forum
 of the        of dues       (Rs.)*          which the      where the
 statute                                      amount       dispute is
                                             relates         pending
 
 Central       Excise      23,333,744        1992-95,      Up to Com-
 Excise        duty,                         2002-04,      missioners
 Act,          Service                       2005-10       Level
 1944          Tax and      4,309,443        1998-01,      Customs,
               interest                      2003-05       Excise,
 
                                                           Service Tax
                                                           Appellate
                                                           Tribunal
 
                            6,466,479        2002-04       High Court
 
                           29,015,788        1985-86,      Supreme
                                             1987-88,      Court
                                             1994-95
 
 Customs      Customs      57,555,103        1991-92,      Up to Com-
  Act,        duty and                       2009-10       missioners
 1962         interest                                      Level
 
 Income       Income          940,734        1979-80,      Up to Com-
 Tax Act,     tax and                        1983-84       missioners
 1961         interest                                     Level
 
                           71,711,985        1990-91,      High Court
                                             1992-94,
 
                                             1995-01,
                                             2002-04
 
 State and   Sales tax,    80,407,645        1993-94,      Up to Com-
   Central   interest                        1995-02,      missioners
  Sales Tax   and                            2003-07,      Level
  Acts        penalty                        2008-10
 
                           15,911,541        1989-93,      Sales Tax
                                             1996-97,      Tribunal
                                             1998-99,
                                             2000-01,
                                             2002-05
 
 Entry      Entry tax       6,720,662        1993-94,      Up to Com-
  Tax Act     and                            1998-01,      missioners
            interest                                       Level
 
                            3,477,597        1991-93       High Court
 
 * Net of payments made in the normal course of appeal proceedings.
 
 10.  The Company has no accumulated losses as at December 31, 2010 and
 it has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 11.  According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the balance sheet date.
 
 12.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  The provisions of any special statute applicable to chit fund/
 nidhi/ mutual benefit fund/ societies are not applicable to the
 Company.
 
 14.  In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 15.  In our opinion and according to the information and explanations
 given to us, the Company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 
 16.  The Company has not obtained any term loans.
 
 17.  On the basis of an overall examination of the balance sheet of the
 Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which have been used for long-term investment.
 
 18.  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.
 
 19.  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
 material fraud on or by the Company, noticed or reported during the
 year, nor have we been informed of such case by the Management.
 
 20.  The other clauses, (xix) and (xx) of paragraph 4 of the Companies
 (Auditors Report) Order 2003, as amended by the Companies (Auditors
 Report) (Amendment) Order, 2004, are not applicable in the case of the
 Company for the year, since in our opinion there is no matter which
 arises to be reported in the aforesaid Order.
 
                                       For Price Waterhouse & Co.  
                               Firm Registration Number: 007567S 
 
                                           Chartered Accountants
 
                                                 Radhakrishnan B
 Place : Bangalore                                       Partner
 
 Date  : February 28, 2011            Membership Number-. F25516