1.  We have audited the attached Balance Sheet of Siemens Limited (''the
 Company'') as at September 30, 2012 and also the Statement of profit and
 loss 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) (''the Order'') 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, statement of profit and loss and cash flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 iv. 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
 Companies Act, 1956.
 
 v. On the basis of the written representations received from the
 directors, as on September 30, 2012, and taken on record by the Board
 of Directors, we report that none of the directors is disqualified as on
 September 30, 2012 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, 2012;
 
 b) in the case of the statement of profit and loss, 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 programmer 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, the 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) (a) 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.
 
 (e) 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, the provisions of clause 4(v)(b) of
 the Order is not applicable to the Company and hence not commented
 upon.
 
 (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 of the Company 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.
 
 (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 (Rs. in
                                  dues                 millions)
 
 Central Excise Act, 1944         Duty, Penalty           14
 and Service Tax
 
                                                         583
 
 State & Central Sales Tax        Tax, Interest &      1,130
 Acts Penalty
 
                                                         302
 
                                                         503
 
                                                         411
 
                                                           6 
 
 Customs Act, 1962                Duty                   120
 
                                                         197 
 
 Income Tax Act, 1961             Income Tax               4
 
 
 
 Name of the Status        Period to which the 
                           amount                  Forum where the 
                                                   dispute 
                           relates is              pending
 
 Central Excise Act, 1994  1993-97, 2000-05, 
                           2007-10                 Asst.Comm / Dy. 
                                                   Comm /
                           and 2009-12             Comm / Comm (Appeals)
 
                           1980-81, 1987-93, 
                           1992-99,                Tribunal
                           2000-01 to 2008-09 and
                           2009-10 to 2010-12
 
 State & Central Sales Tax 1967-69, 1970-71, 
                           1972-74,                Assistant / Additional
                           1979-90, 1991-94, 
                           1995-97,                Commissioner
                           1998-99, 1999-00, 
                           2000-07
                           and 2007-10
 
                           1974-78, 1992-93, 
                           1995-97,                Dy. Comm / Comm / 
                                                   Joint /
                           1999-02, 2002-08 and    Spl. Comm
                           2008-11
 
                           1975-77, 1989-94, 
                           1995-99,                Tribunal
                           1999-00, 2000-05, 
                           2006-08
                           and 2010-11
 
                           1984-85, 1996-97, 
                           2000-01,                High Court
                           2003-09 and 2011-12
 
                           2003-09                 Supreme Court
 
                           1998-99                 High Court
 
                           2003-08                 High Court
 
                           AY 2004-05              Tribunal
 
 
 (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) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to bank. The Company did
 not have any outstanding dues in respect of financial institution 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 before 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 Order 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 Order 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 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 23, 2012