1.  We have audited the attached Balance Sheet of J.L.  MORISON (INDIA)
 LIMITED (''the Company'') as at 31s1 March, 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 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 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 misstatements. 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
 forour opinion.
 
 3.  As required by the Companies (Auditors'' Report) Order, 2003, as
 amended by the Companies (Auditors'' Report) (Amendment) Order, 2004,
 issued by the Central Government of India in terms of Section 227(4A)
 of the Companies Act, 1956 of India (''the Act'') and on the basis of
 such checks of the books and records as we considered appropriate and
 according to the information and explanations given to us during the
 course of the audit, 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 paragraph 3 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 purpose of
 ouraudit;
 
 ii. In our opinion, proper books of account as required by law have
 been kept by the Company, so far as it appears from our examination of
 those books;
 
 iii. The Balance Sheet, Profit and Loss Account and 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 Section 211 (3C) of the Companies Act, 1956.
 
 v. On the basis of the written representations received from the
 directors of the Company, as on 31s1 March, 2011, and taken on record
 by the Board of Directors of the Company, we report that none of the
 director is disqualified as on 31st March, 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 Financial Statements read
 together with Notes thereon and attached thereto, give the information
 required by the Companies Act, 1956 in the manner so required, give a
 true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 a) in the case of Balance Sheet, of the state of affairs of the Company
 as at 31st March, 2011,
 
 b) in the case of Profit and Loss Account, of the profit of the Company
 for the year ended on that date and
 
 c) in the case of Cash Flow Statement, of the cash flows of the Company
 for the year ended on that date.
 
 ANNEXURE TO AUDITORS'' REPORT
 
 Referred to in paragraph 3 of the Auditors'' Report of even date to the
 members of J.L. MORISON (INDIA) LIMITED on the financial statement for
 the year ended 31st March, 2011
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets.
 
 (b) All the fixed assets have not been physically verified by the
 management during the year but there is a regular programme of
 verification 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) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 of by the company during the year.
 
 (ii) (a) The inventory has been physically verified by the management
 during the year. In our opinion, the frequency of verification is
 reasonable.
 
 (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 physical verification carried
 out at the end of the year.
 
 (iii) (a) The Company has not granted loan to a company covered in the
 register maintained under section 301 of the Companies Act, 1956.  (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
 loans are not, prima facie, prejudicial to the interest of the Company.
 
 (c) The party is repaying the principal amounts as stipulated and has
 also been regular in the payment of interest to the company.
 
 (d) There is no overdue amount in excess of Rs. 1 lakh in respect of
 loan granted to company, listed in the register maintained under
 section 301 of the CompaniesAct, 1956.
 
 (e) The Company had taken loan from a company covered in the register
 maintained under section 301 of the CompaniesAct, 1956. The maximum
 amount involved during the year was Rs.800 lacs and the year-end
 balance of loans taken from such parties was Rs.Nil.
 
 (f) In our opinion, the rate of interest and other terms and conditions
 for such loans are not, prima facie, prejudicial to the interest of the
 Company.
 
 (g) In respect of the aforesaid loans, the company is regular in
 repaying the principal amounts as stipulated and has been regular in
 payment of interest.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there exists an adequate internal control system
 commensurate with the size of the Company and the nature of its
 business with regard to purchase of inventory, fixed assets and with
 regard to the sale of goods and services. During the course of our
 audit, we have not observed any continuing failure to correct major
 weakness in internal control system of the company.
 
 (v) (a) According to the information and explanations given to us, 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 section 301 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 value of Rupees five lakhs have
 been entered into during the financial year at prices which are
 reasonable having regard to the prevailing market prices at the
 relevant time.
 
 (vi) The Company has not accepted any deposits under the provisions of
 Section 58A, 58AA or any other relevant provisions of the Act and the
 rules framed there under.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 (viii) We are informed that maintenance of cost records has been
 prescribed by the Central Government under clause (d) of sub section
 (1) of Section 209 of the Act for the activities hither to carried on
 by the Company. Further, as informed to us, the Company has stopped its
 manufacturing activity since August 2008 and has applied to the Central
 Government for exemption from maintenance of cost audit records and
 accordingly the company has not maintained the cost records.
 
 (ix) (a) The Company is regular in depositing with appropriate
 authorities 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 other material statutory dues applicable to it and there
 is no arrears of outstanding statutory dues as at the last day of the
 financial year for a period of more than six months from the date it
 became payable.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441Aof the Companies Act, 1956, we
 are not in a position to comment upon the regularity or otherwise of
 the company in depositing the same.
 
 b) According to the records of the Company, the dues outstanding of
 income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
 duty and cess on account of any dispute, are as follows:
 
 Under Sales      Amount     Forum where dispute is 
 Tax Act          (Rs.)      pending
 
 Cuttack 03-04    14,520     Assistant Commissioner
                             of Commercial taxes, cuttack
 
 Cuttack 04-05    37,128     Assistant Commissioner
                             of Commercial taxes, Cuttack
 
 Ernakulam 05-06  77,968     Deputy Commissioner of
                             Commercial taxes
 
 Ernakulam 06-07  17,387     Deputy Commissioner of
                             Commercial taxes
 
 Ernakulam 07-08  3,03,088   Deputy Commissioner of
                             Commercial taxes
 
 Kolkata 95-96    53,018     Dy Commissioner of
                             Commercial Taxes Revisional 
                             Board, West Bengal
 
 Kolkata 96-97    3,583      Assistant Commissioner
                             of Commercial Taxes, corporate 
                             division, West Bengal
 
 Kolkata 98-99    58,099     Assistant Commissioner
                             of Commercial Taxes, corporate 
                             division, West Bengal
 
 Kolkata 00-01    35,25,077  Appellate and Revisional
                             Board West Bengal
 
 Kolkata 03-04    6,52,288   Appellate and Revisional
                             Board West Bengal
 
 Kolkata 04-05    55,830     Appellate and Revisional
                             Board West Bengal
 
 Kolkata 05-06    1,46,628   Additional Commissioner
                             of Sales Tax, West Bengal 
 
 Kolkata 06-07    12,12,460  Additional Commissioner
                             of Sales Tax, West Bengal 
 
 Ranchi 05-06     28,638     Commissioner of Sales
                             Tax, Ranchi
 
 Ranchi 06-07     56,774     Commissioner of Sales
                             Tax, Ranchi
 
 Maharashtra      2,06,507   Joint Commissioner of
 04-05                       sales tax (Appeal)
                             Mumbai city division, Mumbai 
 
 Total (A)        64,48,993
 
 Under Income  Amount       Forum where dispute 
 Tax Act       (Rs.)        is pending
 
 Assessment    2,08,20,389  CIT Appeal, Kolkatta
 Year 03-04
 
 Assessment      69,18,916  CIT Appeal, Kolkatta
 Year 05-06
 
 Total (B)     2,77,39,305
 
 (x) The Company has neither accumulated losses as at 31st March, 2011,
 nor it has incurred any cash losses either in the financial year under
 audit and in the immediately preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to a
 financial institution, bank or debenture holders.
 
 (xii) The Company has not granted any loans or 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 Companies (Auditors'' Report) Order, 2003 (as amended)
 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 Companies (Auditors'' Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 (xv) In our opinion and according to the information and explanations
 given to us, the company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 
 (xvi) In our opinion, the term loans have been applied for the purpose
 for which the loans were raised.
 
 (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 and companies covered in the register maintained under Section
 301 of the Act.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company did not raise any money by way of public issue during
 the year.
 
 (xxi) During the course of our examination of the books and records of
 the company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
                                                 For Haribhakti & Co.  
 
                                                Chartered Accountants
                                        Firm Registration No. 103523W
 
                                                     Prasad Paranjape 
 
                                                              Partner
                                                Membership No.: 47296
 
 Place: Mumbai 
 Date : 25th May, 2011