We have audited the Balance Sheet of Emami 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. 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.
 
 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 purpose of our
 audit.
 
 b) In our opinion proper books of accounts as required by law have been
 kept by the company so far as appears from our examination of such
 books.
 
 c) The Balance Sheet, Profit & Loss Account & Cash Flow Statement
 referred to in this report are in agreement with the books of accounts
 and comply with the accounting standards referred to in Section 211(3C)
 of the Companies Act, 1956 to the extent applicable.
 
 d) On the basis of written representations received from the Directors
 and taken on record by the Board of Directors, we report that none of
 the Directors is disqualified as on 31st March, 2011 from being
 appointed as a director in terms of Section 274 (1) (g) of the
 Companies Act, 1956.
 
 e) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts, read with notes on
 accounts as per schedule 17 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 on 31st March, 2011;
 
 ii. In the case of the 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.
 
 As required by the Companies (Auditor''s Report) Order, 2003 issued by
 the Central Government and on the basis of such checks as we considered
 appropriate and according to the information and explanations given to
 us, we further report that:
 
 1.  a. The Company has maintained proper records showing full
 particulars including quantitative details and situation of Fixed
 Assets.
 
 b.  The fixed assets were physically verified during the year by the
 management in accordance with a program of verification, covering all
 fixed assets over a period of three years, which in our opinion
 provides for physical verification of all the fixed assets at
 reasonable intervals. According to the information and explanations
 given to us, no material discrepancies were noticed on such
 verification.
 
 c.  Fixed assets disposed off during the year were not substantial and
 therefore, do not affect the going concern assumption.
 
 2.  a. As explained to us, inventories were physically verified during
 the year by the management at reasonable intervals.
 
 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 nature of its business.
 
 c.  In our opinion and according to the information and explanations
 given to us, the company has maintained proper records of its
 inventory. The discrepancies noted on physical verification of stocks
 as compared to book records were not significant and the same has been
 properly dealt with in the books of accounts.
 
 3.  The Company has neither granted nor taken any loans, secured or
 unsecured to/from companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 Accordingly, clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f) and
 (iii)(g) of paragraph 4 of the Order are not applicable.
 
 4.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 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. We have not observed any continuing failure to correct
 major weaknesses in the internal control system.
 
 5.  a. According to the information and explanations given to us,
 particulars of contracts or agreements that needed to be entered into
 the register maintained under section 301 of the Companies Act, 1956,
 have been so entered.
 
 b. According to the information and explanations given to us, the
 company has not entered into any transactions in pursuance of such
 contracts or arrangements aggregating during the year to Rs. 5,00,000 or
 more in respect of each party listed in the register maintained under
 section 301 of the Companies Act, 1956 for purchase of goods, materials
 and sales of goods.
 
 6.  The Company has not accepted any deposits as defined under section
 58A & 58AA or other relevant provisions of the Companies Act, 1956.
 
 7.  In our opinion, the Company has an adequate internal audit system
 commensurate with the size and nature of its business.
 
 8.  We have broadly reviewed the books of accounts maintained by the
 Company pursuant to the rules prescribed by the Central Government for
 maintenance of cost records under section 209 (1)(d) of the Companies
 Act, 1956 and are of the opinion that prima facie the prescribed
 accounts and records have been made and maintained.
 
 9. According to the information and explanations given to us in respect
 of statutory and other dues:
 
 a. The company has been regular in depositing undisputed statutory
 dues, including Provident Fund, Employees State Insurance, Income Tax,
 Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and
 other Statutory dues with the appropriate authorities during the year.
 According to the information and explanations given to us, there were
 no disputed amount payable in respect of these statutory dues which
 have remained outstanding as at 31st March 2011 for the period of more
 than six months from the date they became payable.
 
 b. Contingent dues on account of Sales Tax, Income Tax, Customs Duty,
 Wealth Tax, Service Tax, Excise Duty, Cess disputed by the company and
 not being paid vis-à-vis forums where such disputes are pending are
 mentioned below:
 
 Name of the     Nature of 
                  Dues       Amount under 
                              dispute        Financial 
                                             Year to     Forum where the
 Statute                      not yet 
                             deposited       which the 
                                             amount    dispute is pending
                             Rs. in Lacs       relates
 
 Central Sales  Sales tax 
                including       3.54        2004-05     Revisional Board
 Tax Act and    penalty as 
                applicable     14.27        2005-06     ADC
 
 Local Sales                  181.36      2000-2001 to 
                                            2005-06     Board of revenue
 Tax Act                        0.81      1999-2000     High Court
 
                              179.72      2005-06 and 
                                          2006-07       High Court
 
                               85.63      2001-02       JC
 
                               11.34      2004-05       JC (A)
 
                              128.98      1998-99,
                                          2005-06 to 
                                          2008-09       DC (A)
 
                                3.36      2004-05       DC
 
                               14.91      1996-97 to
                                          2000-01       DC
 
                               89.45      1999-2000
                                          to 2004-05    Tribunal
 
 The Central  Excise Duty       4.83      1983-84 to
                                          1990-91       Assistant
                                                        Commissioner
 Excise Act,  including penalty                         of Central
                                                         Exise
 1944         as applicable    68.85      1981-82 to 
                                          1986-87,      Deputy Commiss
                                                         -ioner
                                          1989-90       of Excise
 
                               26.38      2006-07 to
                                          2009-10       Additional 
                                                        Commissioner
                                                        of Customs
 
                                9.40      2002-03 to 
                                          2005-06       Commissioner (A)
 
                               37.52      2008-09 to 
                                          2010-11       Joint 
                                                        Commissioner
                                                        (Excise and 
                                                        Customs)
                              452.59      2004-05 to
                                          2007-08       Joint 
                                                        Commissioner
                                                        (Excise and 
                                                        Customs)
                              253.74      2008-09 to
                                          2009-10       Commissioner
                                                        Divisional
                                                         range
 
 Service Tax    Service Tax 
                including       5.13      2005-06       CESTAT
 (Finance Act,  penalty as
                applicable     30.78      2004-05 to 
                                          2007-08      Joint Commiss
                                                       -ioner (CBEC)
 1994)
 
 The Assam      Entry Tax       9.28      2001-02      Board of Revenue
 Entry Tax
 Act, 2008                    314.02      2006-07 to
                                          2010-11      Supreme Court
 
 Income Tax     Income Tax      5.22      2007-08      CIT (A)
 Act, 1961
 
 10.  The Company does not have accumulated losses as at the end of the
 year and the company has not incurred cash losses during the current
 and the immediately preceding financial year.
 
 11.  Based on our audit procedures and on the basis of information and
 explanations given by the management, we are of the opinion that the
 company has not defaulted in the repayment of dues to financial
 institution and banks.
 
 12.  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.
 
 13.  According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 14.  According to the information given to us, the company has given
 guarantees for loan taken by others from a Bank. As explained the terms
 and conditions thereof are not prejudicial to the interest of the
 company.
 
 15.  To the best of our knowledge and belief and according to the
 information and explanations given to us, term loans availed by the
 company were applied by the company for the purposes for which the
 loans were obtained.
 
 16.  Based on overall examination of Balance Sheet of the Company as at
 March 31st 2011, short term funds were applied for the purpose for
 which they were obtained.
 
 17.  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, during the year and hence the question
 of whether the price at which shares have been issued is prejudicial to
 the interest of the company does not arise.
 
 18.  The company had not raised any money by way of public issue during
 the year.
 
 19.  To the best of our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the Company
 was noticed or reported during the year.
 
                                       For S. K. Agrawal & Company
 
                                             Chartered Accountants
 
                                          Registration No. 306033E
 
                                                     S. K. Agrawal
 Kolkata                                                   Partner
 
 May 19, 2011                                  Membership No. 9067