We have audited the attached Balance Sheet of COX & KINGS LIMITED as at
 March 31, 2012, Statement of Profit and Loss and also the Cash Flow
 Statement for the year ended on that date.  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.
 
 1.  We have 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.
 
 2.  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 .
 
 3.  Further to our comments in the Annexure referred to 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, Statement of Profit and Loss and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
 the Cash Flow statement dealt with by this report comply with the
 mandatory Accounting Standards referred to in sub-section (3C) of
 section 211 of the Companies Act, 1956;
 
 e) On the basis of written representations received from the Directors
 as on March 31, 2012 and taken on record by the Board of Directors, we
 report that none of the Directors is disqualified as on March 31, 2012
 from being appointed as a director 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, the said accounts read together with the
 Significant Accounting Policies and other notes thereon give the
 information required by the Companies Act, 1956, in the manner so
 required, and present 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 March 31, 2012;
 
 (ii) in the case of Statement of Profit and Loss, 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.
 
 Re: Cox & Kings Limited (the Company)
 
 1.  a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 b) As explained to us, all the fixed assets have been physically
 verified by the management in a phased periodical manner, which in our
 opinion is reasonable, having regard to the size of the Company and
 nature of its assets. No material discrepancies were noticed on such
 physical verification.
 
 c) In our opinion, the Company has not disposed off substantial part of
 its fixed assets during the year and the going concern status of the
 Company is not affected.
 
 2.  In respect of its inventories:
 
 a) The inventory has been physically verified during the year by the
 management. In our opinion, the frequency of verification is
 reasonable.
 
 b) In our opinion and according to the information and explanations
 given to us, 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) The Company has maintained proper records of inventory. As explained
 to us, there were no material discrepancies noticed on physical
 verification of inventory as compared to the book records.
 
 3.  In respect of loans, secured or unsecured, granted or taken by the
 Company to/from Companies, firms or parties covered in the register
 maintained under section 301 of the Companies Act, 1956: -
 
 a) The Company has granted unsecured loan to eight wholly owned
 subsidiaries and two other parties covered in the register maintained
 under section 301 of the Companies Act, 1956. In respect of the said
 loan, the maximum amount outstanding at any time during the year is Rs.
 128,134 Lacs and the year end balance is Rs. 120,521 Lacs.
 
 b) According to the information and explanations given to us, the rate
 of interest (where stipulated) and other terms and conditions of such
 loans are prima facie not prejudicial to the interest of the Company.
 
 c) In respect of loan to one party, the principal amount has not become
 due. In respect of loan to other parties, the principal amounts are
 repayable on demand and there is no repayment schedule. The interest is
 payable on demand.
 
 d) In respect of the said loans and interest thereon, the same are
 repayable on demand or as the case may be, have not become due,
 therefore the question of overdue amount does not arise.
 
 e) The Company has not taken any loan, secured or unsecured from
 Companies, firms and other parties covered in the Register maintained
 under Section 301 of the Companies Act, 1956. Therefore, the
 requirement of Clauses (iii) (f) and (iii) (g) of paragraph
 
 4 of the said 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 also for the sale of
 services. During the course of our audit, no major weakness has been
 noticed in the internal control system in respect of these areas.
 
 5.  In respect of contracts or arrangements referred to in section 301
 of the Companies Act, 1956.
 
 a) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements that need to be entered in the register maintained under
 section 301 of the Companies Act 1956 have been so entered.
 
 b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in Register maintained under section 301 of the
 Companies Act, 1956 and exceeding the value of Rs. 500,000 in respect
 of each party during the year have been made at prices which appear
 reasonable as per information available with the Company except certain
 transactions which are off specialized or unique nature for which no
 comparable quotes are available.
 
 6.  According to the information and explanations given to us, the
 Company has not accepted any deposit from the public.  Therefore, the
 provisions of Clause (vi) of paragraph 4 of the Order are not
 applicable to the Company.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  To the best of our knowledge and according to the information and
 explanation provided to us, the Central Government has not prescribed
 the maintenance of cost records under Section 209 (1) (d) of the
 Companies Act, 1956 for the services rendered by the Company.
 
 9.  In respect of statutory dues:
 
 a) According to the records of the Company, 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 any other statutory dues, have
 been generally regularly deposited with the appropriate authorities
 except for few cases.  According to the information and explanations
 given to us, no undisputed amounts payable in respect of the aforesaid
 dues were outstanding as at 31st March, 2012 for a period of more than
 six months.
 
 b) The disputed statutory dues aggregating to Rs. 13,661 Lacs that have
 not been deposited on account of disputed matters pending before
 appropriate authorities are as under : -
 
 Name of      Nature of     Financial       Rs. in      Forum where
 the Statute  Dues          Year            Lacs        the dispute is
                                                        pending
 
 Income Tax   Income Tax/   2004-05           48        Income Tax
 Act, 1961    Penalties                                 Appellate
                                                        Tribunal
 
                            2006-07          212        Commissioner
                                                        Income Tax
                                                       (Appeal)
 
                            2007-08          330        Commissioner
                                                        Income Tax
                                                       (Appeal)
 
                            2008-09          164        Commissioner
                                                        Income Tax
                                                       (Appeal)
 
 Finance      Service Tax   2005-10        9,541        Central Excise
 Act, 1994                                              & Service Tax
                            2010-11        3,366        Appellate
                                                        Tribunal
 
                TOTAL                     13,661
 
 10.  The Company does not have accumulated losses at the end of the
 financial year. The Company has not incurred cash losses during the
 financial year covered by the audit and in the immediately preceding
 financial year.
 
 11.  Based on our audit procedures and according to the information and
 explanations given to us, we are of the opinion that the Company has
 not defaulted in repayment of dues to financial institutions, banks or
 debenture holders.
 
 12.  In our opinion and according to the explanations given to us and
 based on the information available, no loans and advances have been
 granted on the basis of security by way of pledge of shares, debentures
 and other securities
 
 13.  In our opinion, the Company is not a chit fund or a nidhi/ mutual
 benefit fund/ society. Therefore, the provisions of clause 4(xiii) of
 the Companies (Auditor''s Report) Order 2003, (as amended) are not
 applicable to the Company.
 
 14.  The Company has maintained proper records of transactions and
 contracts in respect of dealing and trading in other investments and
 timely entries have been made therein. All the investments have been
 held by the Company in its own name.
 
 15.  According to the information and explanations given to us, the
 Company has given the guarantees for loans taken by its wholly owned
 subsidiaries from bank and/or financial institutions. In our opinion
 and according to information and explanations given to us, the terms
 and conditions thereof, are not prejudicial to the interest of the
 Company.
 
 16.  The Company has raised new term loans during the year.  The term
 loans outstanding at the beginning of the year and those raised during
 the year have been applied for the purposes for which they were raised.
 
 17.  According to the information and explanation given to us and on an
 overall examination of the Balance Sheet of the Company, we are of the
 opinion that there are no funds raised on short -term basis that 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 Companies Act, 1956.
 
 19.  The Company has created securities/charges in respect of secured
 debentures issued.
 
 20.  We have verified end use of the money raised by public issues as
 disclosed in the notes to the financial statements.
 
 21.  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 Chaturvedi & Shah
 
 Firm Registration No. I0I720W
 
 Chartered Accountants
 Amit Chaturvedi
 
 Partner
 
 Membership No.: 103141
 
 Place: Mumbai
 
 Date: August 13, 2012