We have audited the attached Balance Sheet of M/s. CCL Products (India)
 Limited, as at 31st March, 2011 and also the Profit & Loss Account and
 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.
 
 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.
 
 1.  As required by the Companies (Auditors'' Report) Order, 2003 as
 amended by the Companies (Auditors'' Report) Order, (amendment) 2004,
 issued by the Central Government in terms of Section 227(4A) of the
 Companies Act, 1956, we annex hereto a statement on the matters
 specified in paragraphs 4 and 5 of the said Order.
 
 2.  Further to our comments in the annexure referred to in paragraph 1
 above,
 
 a) 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.
 
 b) In our opinion, the Company has kept proper books of account as
 required by law so far, as appears from our examination of such books.
 
 c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 dealt with in 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
 Companies Act, 1956.
 
 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 of the Company are
 disqualified from being appointed as directors in terms of clause (g)
 of sub-section (1) of 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, subject to note no. 8 (F) of Schedule 14
 - Notes on Account regarding non disclosure of quantity and value of
 all imported raw materials, spare parts and components consumed and the
 percentage of each to the total consumption as required under Clause
 {c} of Para 4D of Part II of Schedule VI of the Companies Act, 1956,
 the said accounts give the information 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 :
 
 i.  In so far as it relates to the Balance Sheet, of the State of
 Affairs of the Company as at 31st March, 2010;
 
 ii.  In the case of the Profit & Loss account, 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.
 
 Annexure referred to in paragraph 1 of our report of even date:
 
 i. (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) The fixed assets have been verified by the management during the
 year. According to the information and explanations given to us, there
 is a regular programme of verification which, in our opinion, is
 reasonable having regard to the size of the Company and the nature of
 its business.
 
 (c) As per information and explanation given by management during the
 year the Company has not disposed of major part of fixed assets having
 effect on going concern.
 
 ii. (a) The inventory has been physically verified during the year by
 the management. In our opinion, the frequency of verification is
 reasonable.
 
 (b) The procedures of physical verification of inventories 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 records of inventory, we are
 of the opinion that the Company is maintaining proper records of
 inventory. The discrepancies noticed on verification between the
 physical stocks and the book records were not material.
 
 iii. (a) The Company has not granted any loans to companies, firms or
 other parties listed in the register maintained under Section 301 of
 the Companies Act, 1956.
 
 (b) The Company has not taken any loans, secured or unsecured from
 companies, firms or other parties listed in the register maintained
 under Section 301, of the Companies Act, 1956. As the Company has not
 taken any loans, secured or unsecured from companies, firms or other
 parties listed in the register maintained under Section 301, of the
 Companies Act, 1956, paragraphs (iii) (f) and (g) of the Order are not
 applicable.
 
 iv. In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the Company and the nature of its business with regard
 to purchases of inventory, fixed assets and with regard to the sale of
 goods. During the course of our audit, no major weakness has been
 noticed in the internal control systems.
 
 v. (a) Based on the audit procedures applied by us and according to the
 information and explanations provided by the management, we are of the
 opinion that the transactions that need to be entered into the register
 maintained under section 301 have been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements have been made at prices which are reasonable having
 regard to the prevailing market prices at the relevant time.
 
 vi.  The Company has not accepted any deposits from the public.
 
 vii. In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 viii. The Central Government has prescribed maintenance of cost records
 under section 209(1) (d) of the Act. The Company is in the process of
 setting up a Cost Accounting system to comply with rule framed
 thereunder.
 
 ix. (a) According to the records of the Company, the Company is regular
 in depositing with appropriate authorities undisputed statutory dues
 including provident fund, investor education and protection fund,
 employees'' state insurance, income-tax, sales-tax, wealth-tax, service
 tax, custom duty, excise duty, cess and other statutory dues applicable
 to it. No undisputed amount was outstanding as at 31st March, 2011 for
 a period more than six months from the date they become payable.
 
 (b) As at the Balance Sheet date the following are the details of
 disputed amounts that have not been paid to the concerned authorities.
 
 Name of the   Nature of   Relevant        Disputed         Forum where
 Statute       dues        Financial Year  amount pending   dispute is
                                           (Rs. in lakhs)   pending
 
 Customs Act,
 1962          Customs 
               Duty        1996-97              31.76       CEGAT
 
 Income Tax 
 Act, 1961     Income Tax  2005-06            1394.98       ITAT, 
                                                            Hyderabad
 
 Income Tax 
 Act, 1961     Income Tax  2006-07            1547.13       CIT(A),
                                                            Hyderabad
 
 x. The Company has no accumulated losses and it has not incurred any
 cash losses during the financial year covered by our audit and the
 immediately preceding financial year.
 
 xi. Based on our audit procedures and on the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to a financial
 institution, bank or debenture holders.
 
 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 provisions of any special statute as specified under
 paragraph (xiii) of the Order are not applicable to the Company.
 
 xiv. In our opinion and according to the information and explanations
 given to us the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 xv. According to the information and explanations given to us the
 Company has not given guarantee for loans taken by others from bank or
 financial institutions.
 
 xvi. In our opinion and according to the information and explanations
 given to us the term loans have been applied for the purpose for which
 they were raised.
 
 xvii. According to the cash flow statement and other records examined
 by us and information and explanations given to us, on an overall
 basis, funds raised on short term basis have prima facie not been used
 during the year for long term investment.
 
 xviii.The Company has not made any preferential allotment of shares to
 the parties and companies covered in the register maintained under
 Section 301 of the Companies Act, 1956.
 
 xix. As the Company has not issued any debentures during the year,
 paragraph (xix) of the Order is not applicable.
 
 xx.  The Company has not raised any money through public issues during
 the year.
 
 xxi. Based upon the audit procedures performed and information and
 explanations given by the management, we report that no fraud on or by
 the Company has been noticed or reported during the course of our
 audit.
 
 
                                              For M.ANANDAM & CO.,
                                              Chartered Accountants
                                              (Firm Regn No: 000125S)
 
                                                   Sd/- 
                                              (M.V.Ranganath)
                                              Partner 
                                              M.No.28031
 
 Place: Secunderabad 
 Date : 27th May, 2011