1.  We have audited the attached Balance Sheet of CENTURY PLYBOARDS
 (INDIA) LIMITED (the Company) as at 31st March, 2012 and also the
 Statement of Profit & Loss and 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 the 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 (as
 amended) issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
 in the Annexure a statement on the matters specified in paragraphs 4
 and 5 of the said Order.
 
 4.  Attention is drawn to Note No. 38 regarding exchange fluctuation
 loss oft 921.78 Lacs (net)(previous year Rs. 11.73 Lacs) towards
 creditors/debtors pertaining to specific segments which has been
 included as unallocable expenses, which has no impact on profit for the
 year.
 
 In respect of above, our report for the previous year was similarly
 modified.
 
 5.  Further to our comments in the Annexure referred to above :-
 
 (i) 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;
 
 (ii) 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 and proper returns adequate for the purposes of our audit
 have been received from sales branches not visited by us. The Branch
 Auditor''s Report(s) in respect of Plywood units at Chennai, Karnal &
 Guwahati and Ferro Alloy unit at Meghalaya have been forwarded to us
 and have been appropriately dealt with;
 
 (iii) The Balance Sheet, the Statement of Profit & Loss and Cash Flow
 statement dealt with by this report are in agreement with the books of
 account and with the audited returns from the branches as submitted to
 us;
 
 (iv) In our opinion, the Balance Sheet, the Statement of Profit & Loss
 and Cash Flow Statement comply with the Accounting Standards referred
 to in sub-section (3C) of Section 211 of the Companies Act, 1956 except
 for the matter referred to in para 4 above;
 
 (v) On the basis of written representations received from the directors
 as on 31st March, 2012 and taken on record by the Board of Directors,
 we report that none of the directors is disqualified as on 31st March,
 2012 from being appointed as Director in terms of Clause (g) of
 sub-section (1) of Section 274 of the Companies Act, 1956;
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said statements of account, except
 for our comments in para 4 above, which has no impact on the Company''s
 profit for the year, 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 the case of Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012;
 
 (ii) in the case of the Statement of Profit & 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.
 
 Annexure to the Auditors'' Report (REFERRED TO IN OUR REPORT OF EVEN
 DATE TO THE MEMBERS OF CENTURY PLYBOARDS (INDIA) LIMITED AS AT AND FOR
 THE YEAR ENDED 31ST MARCH, 2012)
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) A part of the fixed assets have been physically verified by the
 management during the year, based on a phased programme of verifying
 all the assets 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. As informed, no material discrepancies were noticed on such
 verification.
 
 (c) There was no disposal of a substantial part of fixed assets during
 the year.
 
 (ii) (a) The management has conducted physical verification of
 inventory at reasonable intervals during the year.
 
 (b) 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) The Company is maintaining proper records of inventory and no
 material discrepancies were noticed on such physical verification.
 
 (iii) (a) The Company has granted loan to a Subsidiary Company covered
 in the register maintained under section 301 of the Companies Act,
 1956. The maximum amount involved during the year was Rs. 2,300 Lacs and
 the year- end balance of loan granted to such party was Rs. NIL.
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions for
 such loan were not prima facie prejudicial to the interest of the
 Company.
 
 (c) There was no stipulation for repayment of above loan but the same
 was stated to be repayable on demand. The above loan was fully received
 back during the year. The payment of interest on such loan had been
 regular.
 
 (d) The Company has taken loans from five companies and a director
 covered in the register maintained under Section 301 of the Companies
 Act, 1956. The maximum amount outstanding against such loans during the
 year was Rs. 3,782 Lacs and the year-end balance due to such parties was
 Rs. 300 Lacs.
 
 (e) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions for
 such loans are not prima facie prejudicial to the interest of the
 Company.
 
 (f) There are no stipulations for repayment of the above loans but the
 same are stated to be repayable on demand.  The above loans were fully
 repaid during the year except loan from a director who has not demanded
 repayment of such loan during the year, and thus, there has been no
 default on the part of the Company. Further, interest on the above
 loans, as informed, was regularly paid by the Company.
 
 (iv) 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 the sale of goods and
 services. During the course of our audit, we have not observed any
 major weakness or continuing failure to correct any major weakness in
 the internal control system of the Company in respect of these areas.
 
 (v) (a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in section 301 of the Companies Act, 1956 that
 need to be entered into the register maintained under the above
 section, 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 exceeding the value of Rupees five lakhs entered into
 during the financial year, are at prices which are reasonable having
 regard to the prevailing market prices at the relevant time.
 
 (vi) The Company has not accepted any deposit from the public within
 the preview of Section 58A and 58AA of the Companies Act, 1956 and the
 rules framed thereunder.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) We have broadly reviewed the books of accounts maintained by the
 Company pursuant to the rules made by the Central Government for the
 maintenance of cost records under Section 209(1) (d) of the Companies
 Act, 1956 in respect of Power Generation and are of the opinion that
 prima facie, the prescribed accounts and records have been made and
 maintained.
 
 (ix) (a) 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, and other
 material statutory dues have generally been regularly deposited with
 appropriate authorities though there had been slight delays in a few
 cases.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance, income tax,
 wealth tax, service tax, sales tax, customs duty, excise duty, cess and
 other material undisputed statutory dues were outstanding, at the year
 end, for a period of more than six months from the date they became
 payable.
 
 (c) According to the records of the Company, the dues outstanding in
 respect of sales tax, income tax, custom duty, wealth tax, service tax,
 excise duty & cess on account of any dispute, are as follows :-
 
 Name of the 
 statute         Nature of dues  Period to whicht  Amount  Forum where
                                 amount relates    (Rs. in
                                                   Lacs)   dispute is
                                                           pending
 
 Central 
 Excise&        Input Service
                credit            2006-07 &        359.17   CESTAT
 Customs 
 Act,1944       reversal and      2007-08
                SAD reversal
 
 Central 
 Excise &       Availment &       2005-06 to        33.37  Commissioner
 Customs 
 Act,1944       Utilisation of    2007-08                  (Appeals)
                Service Tax 
                on GTA
 
 Various State  Sales Tax/
                Penalty/          1999-00 &        327.14  Asst./Addit
                                                            -ional
 Sales Tax /
 VAT Act        Interest          2004-05 to               Commissioner/
 2010-11                                                   Deputy Commi
                                                           -ssioner/
                                                           Joint Commis
                                                           -sioner/
                                                           revision Board
 
 Income Tax 
 Act, 1961      Income Tax        2003-04 to       313.38  Commissioner
                                  2004-05,2006-07          Appeals/
                                                           Appellate
                                  to 2007-08               Tribunal/
                                                           Highcourt
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current year and in the
 immediately preceding financial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to any financial
 institutions or banks. There were no debentures outstanding during the
 year.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced 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) In our opinion, the Company is not a chit fund or a nidhi/mutual
 benefit fund/society and therefore, the provisions of clause 4(xiii) of
 the Order are not applicable.
 
 (xiv) In our opinion, the Company is not dealing or trading in shares,
 securities, debentures and other investments.  Accordingly, the
 provisions of clause 4(xiv) of the Order are not applicable.
 
 (xv) According to the information and explanations given to us, the
 Company has given guarantee for loans taken by others from banks, the
 terms and conditions whereof, in our opinion, are not prima-facie
 prejudicial to the interest of the Company.
 
 (xvi) Based on information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 were obtained, though idle funds of Rs. 1,000 Lacs which were not
 required for immediate utilization, has been invested in short term
 fixed deposits with the Bank and outstanding at the end of the year.
 
 (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
 investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 during the year to parties or companies covered in the register
 maintained under Section 301 of the Companies Act, 1956.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised any money through a public issue during
 the year.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 the year.
 
                                             For S.R.BATUBOI & CO.
 
                                Firm Registration Number: 301003E
 
                                            Chartered Accountants
 
                                                  per R.K.AGRAWAL
 
 Place :Kolkata                                         a Partner
 
 Date  : 9th May, 2012                     Membership No. : 16667