1.  We have audited the attached Balance Sheet of Rupa & Company
 Limited, as at 31st March, 2012 and the related Statement of Profit &
 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,
 (collectively referred to as ''Order'') issued by the Central Government
 of India in terms of sub-section (4A) of Section 227 of the Companies
 Act, 1956 (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 enclose in the
 Annexure a statement of the matters specified in the said order.
 
 4.  Further to our comments in the annexure referred to in paragraph 3
 above, we report that:
 
 4.1 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;
 
 4.2 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;
 
 4.3 The Balance Sheet, the Statement of Profit & Loss and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 4.4 In our opinion, the Balance Sheet, the Statement of Profit & Loss
 and the Cash Flow Statement dealt with by this report comply with the
 applicable accounting standards referred to in sub-section (3C) of
 Section 211 of the Act;
 
 4.5 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;
 
 4.6 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 also 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 31st March, 2012;
 
 (b) in the case of the Statement of Profit & Loss, of the profit for
 the year ended on that date; and
 
 (c) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT [Referred to in paragraph 3 of the
 Auditors'' Report of even date]
 
 1.  (a) The Company has maintained proper records showing full
 particulars including Quantitative details and situation of fixed
 assets.
 
 (b) The fixed assets have been physically verified during the year by
 the management in accordance with a programme of verification, which in
 our opinion provides for physical verification of all the fixed assets
 at reasonable intervals having regard to the size of the Company and
 the nature of its assets. However the process of verification needs to
 be strengthened. According to the information and explanations given to
 us no material discrepancies were noticed on such verification.
 
 (c) The fixed assets disposed off during the year, in our opinion, do
 not constitute substantial part of the fixed assets of the Company and
 such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 2.  (a) As explained to us, the inventories of finished and semi
 finished goods and raw materials were physically verified during the
 year by the Management. However the process of verification needs to be
 strengthened keeping in view the nature and size of the business.
 
 (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 the 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
 inventories. The discrepancies noticed on verification between the
 physical stocks and the book records were not material.
 
 3.  (a) The Company has not granted any loans, secured or unsecured, to
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Act.
 
 (b) The Company has not taken any loans, secured or unsecured, from
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Act.
 
 4.  In our opinion and according to the information and explanations
 given to us, there is 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 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) The particulars of contract or arrangements referred to in
 Section 301 that needed to be entered into the register, maintained
 under the said section 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 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
 other than certain transactions, which as explained to us, are of
 special nature having no comparable market prices.
 
 6.  As explained to us, 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.  The Central Government of India has not prescribed the maintenance
 of cost records under clause (d) of sub-section (1) of Section 209 of
 the Act for any of the products of the Company.
 
 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
 has generally been regular in depositing during the year undisputed
 statutory dues including provident fund, investor education and
 protection fund, sales tax, income tax, service tax, cess 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, as at 31st March, 2012, there
 were no dues in respect of income tax, service tax, excise duty and
 cess which have not been deposited on account of any dispute other than
 certain disputed sales tax and value added tax dues as indicated below:
 
 Name of the 
 statute        Nature of dues    Amount  Period to 
                                          which the   Forum where the
                                 (Rs.000) amount 
                                          relates     dispute is pending
 
 West Bengal 
 Value              VAT          27,010   2004-2005&  West Bengal Sales
                                                      Tax
 Added Tax                                2005-2006   Appellate and
 Rules, 2005                                          Revisional Board
 
 Central Sales 
 Tax              Sales Tax       5,275   2005-2006   West Bengal Sales
 Act, 1956                                            Tax Appellate and
                                                      Revisional Board
 
 10.  The Company has no accumulated losses as at 31st March, 2012 and
 it has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 11.  According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any bank. The Company has not taken any loan
 from any financial institution or issued any debenture.
 
 12.  According to the information and explanations given to us, 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 is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 15.  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.
 
 16.  Based on the information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 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 neither issued any debentures during the year nor
 has any debentures outstanding 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 such case by the management.
 
                                                  For L B.JHA & CO.
 
                                              Chartered Accountants
                                           Registration No. 301088E
 
                                                           T.Mandal
 
 Place :Kolkata                                             Partner
 
 Dated : The 28th day of May, 2012            Membership No. 050070