1) We have audited the attached Balance Sheet of CRISIL Limited (the
 Company) as at December 31, 2011 and also the Profit and Loss Account
 and the Cash Flow Statement for the year ended on that date annexed
 thereto. 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 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)[the Order] 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) Further to our comments in the Annexure referred to above, we report
 that:
 
 i) 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;
 
 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;
 
 iii) The Balance Sheet, Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 iv) 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;
 
 v) On the basis of the written representations received from the
 directors, as on December 31, 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 December 31, 2011 from being appointed as a 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 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:
 
 a) in the case of the Balance Sheet, of the state of affairs of the
 Company as at December 31, 2011;
 
 b) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date; and
 
 c) in the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE Referred to in Paragraph 3 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) All fixed assets were physically verified by the management in the
 previous year in accordance with a planned programme of verifying them
 once in three years which, in our opinion, is reasonable having regard
 to the size of the Company and the nature of its assets. No material
 discrepancies were noticed on such verification.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 (ii) The Company is engaged in the business of providing rating and
 research services and therefore the provisions of clause (ii) of
 paragraph 4 of the Order are not applicable to the Company and hence
 not commented upon.
 
 (iii) According to the information and explanations given to us, the
 Company has not granted/taken any loans, secured or unsecured to
 companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956. Accordingly, the
 provisions of clause 4(iii)(a) to (d) of the Order are not applicable
 to the Company and hence not commented upon.
 
 (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 fixed assets and for rendering of services. The activities
 of the Company do not involve purchase of inventory and the sale of
 goods. 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) In our opinion, there are no contracts or arrangements that need to
 be entered in the register maintained under Section 301 of the
 Companies Act, 1956.  Accordingly, the provisions of clause (v) (b) of
 paragraph 4 of the Order are not applicable to the Company and hence
 not commented upon.
 
 (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) To the best of our knowledge and as explained, the Central
 Government has not prescribed maintenance of cost records under clause
 (d) of sub-section (1) of section 209 of the Companies Act, 1956 for
 the products of the Company.
 
 (ix) (a) The Company is regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 investor education and protection fund, income-tax, sales-tax,
 wealth-tax, service tax, cess and other material statutory dues
 applicable to it. The provisions relating to custom duty and excise
 duty are not applicable to the Company.
 
 (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 of
 income-tax as well as sales tax on account of any dispute, are as
 follows:
 
 
 
                                             Period to
                                             which the
 Name of                        Amount       amount
 the Statute   Nature of Dues  (Rs.)         relates    Forum where 
                                                        dispute is 
                                                        pending
 
 Income Tax   Income Tax 
              demands raised   5,000,000     A.Y 
                                             2000-01    High Court
 Act, 1961    against the 
              Company
                               3,875,417     A.Y 
                                             2001-02    High Court
 
                               3,638,159     A.Y 
                                             2003-04    High Court
 
                               6,005,778     A.Y 
                                             2004-05    High Court
 
                               2,876,744     A.Y 
                                             2005-06    Deputy 
                                                        Commissioner 
                                                        of Income Tax
 
                               1,625,404     A.Y 
                                             2006-07    Commissioner 
                                                        of Income Tax 
                                                       (Appeals)
 
                               2,316,119     A.Y. 
                                             2007-08    Commissioner
                                                        of Income Tax 
                                                       (Appeals)
 
 Sales Tax    Sales Tax 
              demands 
              raised on        1,927,861     F Y 
                                             2003-04    Asst Comm. Of 
                                                        Sales Tax 
                                                       (Appeals)
 Act, 1956    the Company
 
                               3,445,717     F Y 
                                             2004-05    Asst Comm. Of 
                                                        Sales Tax 
                                                       (Appeals)
 
 Finance 
 Act          Service Tax 
              demands 
              raised          15,042,302     F Y 1999-  Commissioner of
                                                        Central Excise
              on the 
              Company                        2000 to
                                             2001-2002
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 (xi) The Company has not taken any loans from financial institution,
 bank and not issued any debentures.
 
 (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. Therefore, the provisions of clause
 4(xiii) of the Order are not applicable to the Company.
 
 (xiv) In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Order are not applicable to the
 Company.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions.
 
 (xvi) The Company has not taken any term loans during 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
 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 by public issues 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. Batliboi & Co.
 
                                    Firm registration number: 301003E
 
                                                Chartered Accountants
 
                                                    per Shrawan Jalan
 
                                                              Partner
 
                                               Membership No.: 102102
 
                                                        Place: Mumbai
 
                                               Date:February 17, 2012