We have audited the attached Balance Sheet of Container Corporation of
 India Limited as at 31st March,2011, and the Profit & Loss Account and
 also the Cash Flow Statement of the company for the year ended on that
 date annexed thereto, in which are incorporated the accounts of six
 regions audited by respective branch auditors appointed by the
 Comptroller and Auditor General of India, relied upon by us and the
 accounts of Northern Region, North Central Region and Corporate Office,
 New Delhi audited by us. 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 (Auditor''s Report) Order, 2003, as
 amended by the Companies (Auditor''s Report) (Amendment) Order, 2004,
 issued by the Central Government of India in terms of section 227 (4A)
 of the Companies Act, 1956, and on the basis of such examination of the
 books and records of the Company as we considered appropriate and the
 information and explanations given during the course of audit and after
 considering the reports of branch auditors, we enclose in the Annexure
 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, we report that:
 
 Sale/Lease Deeds in respect of Land & Buildings valuing Rs. 1.45 Crore
 are yet to be executed in favour of the company (Note no. 2, Schedule
 3).
 
 3) We further 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 and proper returns adequate for the purpose of our audit
 have been received from the branch auditors in respect of the regions
 audited by them.
 
 c) The reports of the branch auditors on the accounts of regions
 audited by them have been received and considered by us in preparing
 this report after making such adjustments, as we considered necessary.
 
 d) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account.
 
 e) In our opinion, the Balance Sheet, Profit & Loss Account and Cash
 Flow Statement dealt with by this report comply with Accounting
 Standards referred to in sub-section (3C) of Section 211 of the
 Companies Act, 1956.
 
 f) In terms of Department of Company Affairs GSR 829 (E) dated 21st
 October 2003, Government Companies are exempt from applicability of
 provisions of Section 274 (1) (g) of the Companies Act, 1956.
 
 g) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts, subject to our
 comments in paragraphs 3 above (no financial impact) read together with
 Significant Accounting Policies and Notes on 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 the case of
 Balance Sheet, of the state of affairs of the company as at 31st March,
 2011;
 
 ii) in the case of Profit & Loss Account, of the profit 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 ON THE
 ACCOUNTS OF CONTAINER CORPORATION OF INDIA LIMITED FOR THE YEAR ENDED
 31st MARCH, 2011.
 
 (i) (a) The company has generally maintained proper records showing
 full particulars, including quantitative details and situation of its
 fixed assets.
 
 (b) As per the information and explanations given to us, fixed assets
 have been physically verified by the management during the year in
 phased manner, which in our opinion, is reasonable having regards to
 the size of the company and nature of Fixed Asset. The discrepancies
 noticed on such verification were not material.
 
 (c) The company has disposed/written off some of its fixed assets
 during the year. However, in our opinion this has not affected the
 going concern status of the company.
 
 (ii) (a) The inventory of the company consisting of stores and spare
 parts has been physically verified by the management on test check
 basis. In our opinion, the frequency of verification is reasonable.
 
 (b) The procedures of physical verification of inventories followed by
 the management are generally 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. The
 discrepancies noticed on verification between the physical stocks and
 the book records were not material.
 
 (iii) (a) According to the information and explanations given to us,
 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 Companies Act, 1956.
 
 (b) Not applicable in view of para (a) above.
 
 (c) Not applicable in view of para (a) above.
 
 (d) Not applicable in view of para (a) above.
 
 (e) 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 Companies Act, 1956.
 
 (f) Not applicable in view of para (e) above.
 
 (g) Not applicable in view of para (e) above.
 
 (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 the purchase of stores and spare parts, fixed assets and for
 rendering services.
 
 (v) (a) According to the information and explanations given to us, we
 are of the opinion that there are no contracts or arrangements that
 need to be entered into the register maintained under section 301 of
 the Companies Act, 1956.
 
 (b) Not applicable in view of para (a) above.
 
 (vi) The company has not accepted any deposits from the public in terms
 of section 58A and 58AA and other relevant provisions of the Companies
 Act, 1956.
 
 (vii) In our opinion, the company has an internal audit system, which
 is generally commensurate with the size and nature of its business.
 
 (viii) As informed to us, the Central Government has not prescribed
 maintenance of cost records under section 209 (1) (d) of the Companies
 Act, 1956, in respect of the business of the company.
 
 (ix) (a) The company is generally regular in depositing with
 appropriate authorities undisputed statutory dues including provident
 fund, investor education and protection fund, employee''s state
 insurance, income tax, sales tax, wealth tax, service tax, custom duty,
 excise duty, cess and other material statutory dues applicable to it.
 According to the information and explanations given to us, the
 undisputed amounts payable in respect of outstanding statutory dues
 that were in arrears, as at 31st March, 2011 for a period of more than
 six months from the date they became payable are given below:
 
 Name of the 
 Statute             Nature of 
                      the Dues      Amnt.        Period to which the
                                  (Rs. in Crore)   amount Relates
 
 Customs Act, 1962  Custom Duty 
                    (Auction)       1.37         1997-98 Rs. 1.08 cr.
                   (Northern 
                    Region)                      2003-04 Rs. 29.58lac.
 
 Employees 
 provident        PF on contractors 0.05         2009-10
 fund Act           payments (NWR)
 
 Building & Other 
 Workers            Cess under Building 
                    & Other Workers 0.97         UPTO 2010-11
 Welfare Cess 
 Act, 1996          Welfare Cess Act, 1996
 
 Madhya Pradesh     Property Tax    0.06         2005-06 to 2009-10
 Municipal 
 Corporation Act 1961
 
 (B) According to the information & explanations given to us, dues of
 income tax, sales tax, wealth tax, service tax, customs duty, excise
 duty and cess that have not been deposited on account of any dispute
 are given below:
 
 Forum where 
 dispute pending      Nature of 
                      the Dues       Amt (Rs. in Cr.)     Period to 
                                                        which the
                                                       amount relates
 
 CESTAT               Service Tax       0.01         01st May 2003 to
 
                      Finance Act 1994               16th July 2003
 
 CCE( Appeals)        Service Tax       0.01         January 2004 to
                      Finance Act 1994               March 2004
 
 Sub –registrar 
 Vadodora             Additional Stamp 
                      Duty              0.20         2003-04
 
 Appellate authority 
 VAT                  Penalty u/s 86(19) 
                      of DVAT Delhi     0.33        14th December 2005
 
 Appellate authority 
 VAT Delhi            Sales Tax (NR)    0.01        Year 1997-98
 
                      Delhi Sales tax act
 
 Appellate authority 
 VAT Delhi            Sales Tax (NR)    0.08        Year 2000-01
 
                      Delhi Sales tax act
 
 Appellate authority 
 VAT Delhi            Delhi VAT Act     0.11        Year 2008-09
 
 Municipal Corp 
 Ludhiana             Octeroi under 
                      local taxes       0.16        2007-08
 
 Appellate authority  Service Tax       0.13        2007-08
 
 Service tax Ludhiana Finance Act 1994
 
 Dist. Court Kanpur   Water Tax-Jal 
                      Sansthan Kanpur   0.69        2000-01 to date
 
 (x) The company has neither accumulated losses as at the end of the
 financial year nor has incurred any cash losses during the financial
 year covered by our audit and also in the immediately preceding
 financial year.
 
 (xi) The company has not defaulted in repayment of dues to financial
 institution or banks. The company has not issued any debentures.
 
 (xii) 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.
 
 (xiv) In our opinion and according to the information and explanations
 given to us, the company is not dealing in shares, securities and other
 investments. The investments in the shares of joint ventures &
 subsidiary company are held by the company in its own name and are not
 traded.
 
 (xv) The company has given counter indemnity to the guarantor (a joint
 venture partner) in relation to the guarantor providing payment
 guarantees to the banks for loans raised by the joint venture company,
 to the extent of 26% (the shareholding of the company in joint venture)
 of the loan and interest outstanding. As at 31st March,2011, the amount
 of such counter indemnity works out to Rs. 126.32 Crore. In our opinion,
 the terms and conditions thereof are not prima-facie prejudicial to the
 interests of the company.
 
 (xvi) The company has not taken any term loans during the year.
 
 (xvii) As the company has not raised any funds on short-term basis,
 this clause is not applicable.
 
 (xviii) The company has not made any preferential allotment of shares
 to parties or companies covered in the register maintained under
 section 301 of the Companies Act, 1956.
 
 (xix) The company has not issued any debentures during the year.
 
 (xx) As the company has not raised money by public issues during the
 year, this clause is not applicable.
 
 (xxi) As per the information and explanations given to us, no fraud on
 or by the company has been noticed or reported during the year.
  
                                       For KUMAR CHOPRA & ASSOCIATES
                                               Chartered Accountants
                                                Firm Regn.No:000131N
 
                                                 (CA. R. K. Aggarwal)
 Place: New Delhi                                            Partner
 
 Date:   21.07.2011                                    M. No. 081510