1.  We have audited the attached balance sheet of Siemens Limited (''the
 Company'') as at September 30, 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 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) issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, 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 the Annexure referred to 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 purposes of our
 audit;
 
 ii. 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;
 
 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 sub-section (3C) of section 211 of the
 Companies Act, 1956;
 
 v. On the basis of the written representations received from the
 directors, as on September 30, 2011, and taken on record by the Board
 of Directors, we report that none of the directors is disqualified as
 on September 30, 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 accounts 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;
 
 a) in the case of the balance sheet, of the state of affairs of the
 Company as at September 30, 2011;
 
 b) in the case of the profit and loss account, of the profit for the
 year ended on that date; and
 
 c) in the case of cash flow statement, of the cash flows for the year
 ended on that date.
 
 Annexure referred to in paragraph 3 of our report of even date
 
 Re: Siemens Limited (''the Company'')
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The Company has a regular programme of physical verification of its
 fixed assets by which all fixed assets are verified in a phased manner
 over a period of three years. In our opinion, this periodicity of
 physical verification 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) There was no disposal of a substantial part of fixed assets during
 the year.
 
 (ii) (a) The management has conducted physical verification of
 inventory at reasonable intervals during the year.
 
 (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.
 
 (iii) According to the information and explanations given to us, 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 Companies Act, 1956. Accordingly, the provisions of clause
 4(iii) (a) to (d) of the Order are not applicable to the Company and
 hence not commented upon.
 
 According to information and explanations given to us, 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 Companies Act, 1956. Accordingly, the provisions of clause 4(iii)
 (e) to (g) of the Order are not applicable to the Company and hence not
 commented upon.
 
 (iv) In our opinion and according to the information and explanations
 given to us, having regard to the explanation that certain items
 purchased are of special nature for which suitable alternative sources
 do not exist for obtaining comparative quotations, 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 and fixed
 assets and for the sale of goods and services. During the course of our
 audit, we have not observed any major weakness or continuing failure to
 correct any major weakness in the internal control system of the
 company in respect of these areas.
 
 (v) (a) In our opinion, there are no contracts or arrangements that
 need to be entered in the register maintained under section 301 of the
 Companies Act, 1956. Accordingly, sub-clause (b) is not applicable
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central Government for the
 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.
 
 (ix) (a) 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 have been regularly deposited with
 the appropriate authorities though there have been slight delays in few
 cases of employees'' state insurance.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441 A of 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 information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
 other material statutory dues were outstanding, at the year end, for a
 period of more than six months from the date they became payable.
 
 (c) 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:
 
 Name of the
 statute      Nature of   Amount (Rs000)   Period to 
                                          which the    Forum where
                                                       dispute is
              dues                        amount 
                                          relates      pending
 
 Central 
 Excise Act, 
 1944         Duty, 
              Penalty            10,954   1988-89 to 
                                          1999-00,     Asst.Comm / 
                                                       Dy.Comm /
 and
 Service Tax                              2000-01 to
                                          2002-03,     Comm / Comm
                                                      (Appeals)
 
                                          2003-04 to
                                          2007-08
 
                                492,219   1980-81,
                                          1991-92,     Customs, 
                                                       Excise, 
                                                       Service tax
                                          1993-94 to 
                                          1997-98,     Appellate 
                                                       Tribunal
                                          2000-01 to
                                          2008-09
 
 State & 
 Central 
 Sales Tax    Tax, Interest     830,383   1967-69,
                                          1970-71,     Assistant /
                                                       Additional
 Acts,Work
 Contract 
 Tax,         & Penalty                   1972-74, 
                                          1979-90,     Commissioner
 Entry Tax.                               1991-94, 
                                          1998-99,
                                          2000-07,
                                          2007-2010
 
                                446,192   1974-78, 
                                          1987-88,     Dy.Comm /Comm /
                                                       Joint. /
                                          1992-93, 
                                          1995-97,     Spl.Comm
                                          1999-02, 
                                          2002-07,
                                          2008-2011
 
                                 42,406   1999-00, 
                                          1994-97,     Sales Tax Tribunal
 
                                          1986-87,
                                          1989-03,
                                          2006-2008
 
                                210,423   1984-85,
                                          1993-97,     High Court
 
                                          2000-01,
                                          2003-04,
                                          2005-07, 
                                          2007-09
 
 Customs
 Act, 1962    Duty              120,000   1998-99      High Court
 
                                196,873   2003-08      High Court
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 (xi) The Company did not have any borrowings from financial
 institution, bank or by way of debentures during the year.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced 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.
 
 (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 (Auditor''s 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 (Auditor''s Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions.
 
 (xvi) The Company did not have any term loans outstanding during the
 year.
 
 (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 or companies covered in the register maintained under
 section 301 of the Companies Act, 1956.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised any money by way of public issues
 during the year.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no material fraud on or by the Company has been noticed or
 reported during the year.
 
 For S.R. BATLIBOI & ASSOCIATES
 
 Firm registration number: 101049W
 
 Chartered Accountants
 
 per Sudhir Soni
 
 Partner
 
 Membership No.: 41870
 
 Place : Mumbai
 
 Date   : November 22, 2011