1.  We have audited the attached Balance Sheet of Raymond Limited (the
 Company) as at 31st March, 2012, and the Statement of Profit and Loss
 and Cash Flow Statement for the year ended on that date annexed
 thereto, which we have signed under reference to this report. 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 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 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 (Auditor''s Report) Order, 2003, as
 amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
 (together the Order), issued by the Central Government of India in
 terms of sub-section (4A) of Section 227 of ''The Companies Act, 1956''
 of India (the ''Act'') and on the basis of such checks of the books and
 records of the Company as we considered appropriate and according to
 the information and explanations given to us, we give in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 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 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
 Cash Flow Statement dealt with by this report comply with the
 accounting standards referred to in sub-section (3C) of Section 211 of
 the Act;
 
 (e) On the basis of written representations received from the
 directors, as on 31st March, 2012 and taken on record by the Board of
 Directors, none of the directors is disqualified as on 31st March, 2012
 from being appointed as a director in terms of clause (g) of
 sub-section (1) of Section 274 of the Act;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto give, in the prescribed
 manner, the information required by the Act, 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, 2012;
 
 (ii) in the case of the 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.
 
 ANNEXURE TO AUDITORS'' REPORT
 
 Referred to in paragraph 3 of the Auditors'' Report of even date to the
 members of Raymond Limited on the financial statements for the year
 ended 31st March, 2012
 
 1.  (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation, of fixed
 assets.
 
 (b) The fixed assets are physically verified by the Management
 according to a phased programme designed to cover all the items over a
 period, which in our opinion, is reasonable having regard to the size
 of the Company and the nature of its assets. Pursuant to the programme,
 a portion of the fixed assets has been physically verified by the
 Management during the year and no material discrepancies between the
 book records and the physical inventory have been noticed.
 
 (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.
 
 2.  (a) The inventory (excluding stocks with third parties) has been
 physically verified by the Management during the year. In respect of 
 inventory lying with third parties, these have substantially been confirmed 
 by them. In our opinion, the frequency of verification is reasonable.
 
 (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) On the basis of our examination of the inventory records, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material.
 
 3.  The Company has not granted/taken any loans, secured or unsecured,
 to / from companies, firms or other parties covered in the register
 maintained under Section 301 of the Act.
 
 The other clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g)
 of the Order, are not applicable in the case of the Company for the
 current year, since in our opinion there is no matter which arises to
 be reported in the Order.
 
 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, fixed assets and for the sale of goods and
 services. Further, on the basis of our examination of the books and
 records of the Company, and according to the information and
 explanations given to us, we have neither come across nor have been
 informed of any continuing failure to correct major weaknesses in the
 aforesaid internal control system.
 
 5.  (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in Section 301 of the Act have been entered in the register
 required to be maintained under that section.  (b) In our opinion and
 according to the information and explanations given to us, the
 transactions made in pursuance of such contracts or arrangements and
 exceeding the value of Rupees Five Lakhs in respect of any party during
 the year have been made at prices which are reasonable having regard to
 the prevailing market prices at the relevant time.
 
 6.  The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 8.  We have broadly reviewed the books of account maintained by the
 Company in respect of products where, pursuant to the Rules made by the
 Central Government of India, the maintenance of cost records has been
 prescribed under clause (d) of sub- section (1) of Section 209 of the
 Act, and are of the opinion that prima facie, the prescribed accounts
 and records have been made and maintained. We have not, however, made a
 detailed examination of the records with a view to determine whether
 they are accurate or complete.
 
 9.  (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the Company
 is generally regular in depositing the 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 and other material statutory dues, as
 applicable, with the appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, the particulars of dues of
 Sales-tax and Excise duty as at 31st March, 2012 which have not been
 deposited on account of a dispute, are as follows:
 
 Name of the 
 Statute       Nature of dues    Amount Period to which    Forum where
                                                           the
                                (Rs. in 
                                 lacs)  the amount relates  dispute is 
                                                            pending
 
 Central 
 Sales Tax 
 Act and       Central Sales 
               Tax               6.30   1999-2000           Supreme Court
 
 Local Sales 
 Tax           and Local 
               Sales Tax        11.94   1995-96 & 
                                        1996-07             High Court
               (including 
               Value Added
 
                                18.76   1999-2000           Central 
                                                            Excise and 
                                                            Service
                                                            Tax Appellate 
                                                            Tribunal
 
                               158.10   1986-87, 
                                        1989-90,            Departmental
 
                                        1994-95 to 
                                        1999-2000,          Authorities
                                        1995-96, 
                                        1996-97,
                                        1998-2000, 
                                        2004-05,
                                        2007-09.
 
 Central           
 Excise Act    Excise Duty     431.02   2004-05             High Court
 
                               874.32   1991 to 
                                        2000,               Central 
                                                            Excise and
 
                                        2001 to 
                                        2005,               Service Tax 
                                                            Appellate
 
                                        2007 to 
                                        2009                Tribunal
 
                                 7.18   1994-1999           Departmental
                                                            Authorities
 
 According to the information and explanations given to us and the
 records of the Company examined by us, there are no dues of Income-tax,
 Wealth-tax, Service-Tax and Customs Duty which have not been deposited
 on account of any dispute.
 
 10.  The Company has no accumulated losses as at 31st March, 2012.  The
 Company has not incurred cash losses in the financial year ended on
 that date, however, it had incurred cash losses in the immediately
 preceding financial year.
 
 11.  According to the records of the Company examined by us and the
 information and explanations given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the balance sheet date.
 
 12.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  The provisions of any special statute applicable to chit fund/
 nidhi/ mutual benefit fund/ societies are not applicable to the
 Company.
 
 14.  In our opinion, the Company has maintained proper records of
 transactions and contracts relating to dealing or trading in shares,
 securities, debentures and other investments during the year and timely
 entries have been made therein. Further, such securities have been held
 by the Company in its own name.
 
 15.  In our opinion, and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company for loans taken by others from banks or financial institutions
 during the year are not prejudicial to the interest of the Company.
 
 16.  In our opinion, and according to the information and explanations
 given to us, the term loans have been applied, on an overall basis, for
 the purposes for which they were obtained.
 
 17.  On the basis of an overall examination of the balance sheet of the
 Company, in our opinion, and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which 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 Act during the year.
 
 19.  The Company has not issued any debentures during the year; and
 does not have any debentures outstanding as at the year end.
 
 20.  The Company has not raised any money by public issues during the
 year.
 
 21.  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 any such case by the Management.
 
                                             For Dalal & Shah
 
                                Firm Registration Number: 102021W
 
                                            Chartered Accountants
 
                                                      S Venkatesh 
 
                                                   Partner Mumbai 
 
                                      Membership Number: F-037942
 
 25th April, 2012