1.  We have audited the attached Balance Sheet of OCL INDIA 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.
 
 2.  We conducted the 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 the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis of our opinion.
 
 3.  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
 these books;
 
 (c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of Account;
 
 (d) 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 to
 the extent applicable;
 
 (e) On the basis of information obtained, none of the directors are
 prima facie, disqualified under section 274(1)(g) of the Companies Act,
 1956 as on 31.03.2011 from being appointed as a director of the
 Company;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read with the notes
 thereon, 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 the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2011;
 
 ii in the case of the Profit and 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.
 
 4.  As required by the Companies (Auditors Report) Order, 2003 (as
 amended) issued by the Department of Company Affairs, Govt. of India in
 terms of Section 227 (4A) of the Companies Act, 1956, and on the basis
 of such checks as we considered appropriate and according to the
 information and explanations given to us, we further report on the
 matters specified in the paragraphs 4 and 5 of the said Order as under:
 
 i a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 b) As explained to us, the management had carried out physical
 verification of most of the fixed assets during the year. In our
 opinion, the frequency of verification is reasonable in relation to the
 size of the Company. According to the information and explanations
 given to us, no material discrepancies were noticed on such
 verification.
 
 c) Since there is no substantial disposal of fixed assets during the
 year, the preparation of financial statements on a going concern basis
 is not affected on this account.
 
 ii a) The stock of finished goods, stores, spare parts and raw
 materials, except those held by consignees and stored in customer
 premises, have been physically verified by the management at reasonable
 intervals. In respect of stock with consignees, confirmation
 certificates have been received.
 
 b) In our opinion, 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) In our opinion, the Company is maintaining proper records of
 inventory and no material discrepancies were noticed on physical
 verification.
 
 iii a) The Company has not granted any loans, secured or unsecured, to
 companies, firms or other parties required to be covered in the
 register maintained under section 301 of the Companies Act, 1956.
 
 b) The Company has not taken any loans, secured or unsecured, from
 companies, firms or other parties required to be covered in the
 register maintained under section 301 of the Companies Act, 1956.
 
 iv In our opinion and according to the information and explanations
 given to us and having regard to the explanations in respect of the
 manner in which the purchase price of some of the items are determined
 or where alternate quotations are not available, there are 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 for the sale of goods. To the best of our knowledge, no
 major weaknesses in internal control system were either reported or
 noticed by us during the course of our audit.
 
 v a) According to the information given to us, the particulars of
 contracts or arrangements that need to be entered into a register in
 pursuance of section 301 of the Companies Act, 1956 have been so
 entered.
 
 b) There were transactions exceeding Rs. five lakhs made in pursuance
 of such contracts or arrangements relating to professional services
 rendered during the year by a legal firm, for which comparison with
 prevailing market prices is not feasible.
 
 vi In our opinion and according to information and explanations given
 to us, the Company has complied with the provisions of sections 58A and
 58AA or any other relevant provisions of the Act and the rules made
 there under, where applicable, with regard to deposits accepted from
 the public.
 
 vii The Company has an internal audit system, which in our opinion, is
 commensurate with its size and nature of its business.
 
 viii We have broadly reviewed the books of accounts maintained by the
 Company, pursuant to the rules made by the Central Government for the
 maintenance of cost records under clause (d) of sub-section (1) of
 section 209 of the Companies Act, 1956 and are of the opinion that
 prima facie, the prescribed accounts and records have been maintained.
 We have not, however, made a detailed examination of the records with a
 view to determine whether they are accurate and complete.
 
 ix a) According to the records of the Company, the Company has been
 generally regular in depositing 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 with the
 appropriate authorities. There were no arrears of undisputed statutory
 dues as at 31st March, 2011, which were outstanding for a period of
 more than six months from the date they became payable.
 
 b) The disputed dues of different years, which have remained unpaid as
 on 31st March, 2011, for which appeals are pending as under:
 
 Nature of dues        Year           Amount        Forum where pending
                                     (Rs. In lacs)
 
 Orissa Sales Tax   1995-96 and 
                    1997-98 to 
                    2000-01            162.63       Orissa Sales Tax
                                                    Tribunal
 
 Central Sales Tax  1995-96             53.19       Orissa Sales Tax 
                                                    Tribunal
 
 Central Sales Tax  2006-07             30.69       Addl. Commissioner 
                                                    of Sales Tax, 
                                                    cuttack
 
 Orissa VAT         2005-06            361.26       Commissioner of 
                                                    Sales Tax
 
 West Bengal Sales  1996-97, 1999-00 
                    and 2004-05         28.71       West Bengal 
                                                    Commercial
                                                    Tax Taxes Appellate
                                                     & Revisional Board
 
 Cenvat Credit      01.10.2006 to 
                    28.02.2008          56.72       CESTAT, Kolkata
 
 Income Tax         A.Y.1999-2000,
                    A.Y.2005-06, 
                    A.Y.2006-07         18.67       ITAT Delhi
 
 Income Tax         A.Y.2007-2008, 
                    AY.2008-2009       635.80       CIT (A) Delhi
 
 x The Company has no accumulated losses and has not incurred cash
 losses during the financial year covered by our audit or in the
 immediately preceding financial year.
 
 xi On the basis of the verification of records and information and
 explanations given to us, the Company has not defaulted in repayment of
 dues to financial institutions or banks or debenture holders.
 
 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 The Company is not a chit fund / nidhi / mutual benefit fund /
 society. Therefore, the provisions of clause 4(xiii) of the Companies
 (Auditors Report) Order are not applicable.
 
 xiv The Company is not dealing or trading in shares, securities,
 debentures and other investments. Therefore, the provisions of clause
 4(xiv) of the Companies (Auditors Report) Order are not applicable
 
 xv In our opinion and according to the information and explanation
 given to us, the terms and condition on which the company has given
 guarantees for the loans taken by others from banks, are not, prima
 facie, prejudicial to the interest of the Company.
 
 xvi According to the records of the Company, term loans taken during
 the year have been applied for the purpose for which they were
 obtained.
 
 xvii According to the information and explanations given to us, the
 Cash Flow statement examined by us and on an overall examination of the
 balance sheet of the Company, we report that funds raised on short-term
 basis have not been used for long term investment.
 
 xviii During the year, 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 has not issued any debentures during the year.
 Therefore, the question of creating security / charge does not arise.
 
 xx Since there were no public issue of securities during the year,
 verification of the end use of money does not arise.
 
 xxi Based on the audit procedure performed and the representation
 obtained from the management, we report that no case of fraud on or by
 the Company has been noticed or reported during the year under audit.
 
                                             For V. Sankar Aiyar & Co.
 
                                                Chartered Accountants
 
                                               Firm''s Regn.no.109208W
 
                                                        R. Raghuraman 
 Place: New Delhi                                             Partner
 
 Dated: May 19, 2011                             Membership No. 81350