We have audited the attached Balance Sheet of TEXMACO LIMITED as at
 31st March, 2011, the Profit and Loss Account for the year ended on
 that date and the Cash flow Statement for the year ended on that date
 both 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.
 
 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 amount 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 for our opinion.
 
 1.  As required by the Companies (Auditor''s Report) Order, 2003 (as
 amended) issued by the Central Government of India in terms of section
 227 (4A) of the Companies Act, 1956 and on the basis of such checks as
 considered appropriate and according to the information and explanation
 given to us during the course of our audit we enclose in the Annexure
 hereto a statement on the matters specified in paragraphs 4 and 5 of
 the said Order.
 
 2.  Further to our comments as stated 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 purpose of our
 audit.
 
 (ii) In our opinion, proper books of accounts as required by law have
 been kept by the Company, so far as appears from our examination of
 those books and proper returns adequate for the purpose of our audit
 have been received from site office not visited by us.
 
 (iii) The Balance Sheet and Profit and Loss Account 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 representation received from the
 Directors as on 31st March, 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March, 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 together with the
 Accounting Policies and Notes thereon and Schedules annexed thereto
 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 31st March, 2011;
 
 (b) in the case of the Profit & Loss Account, 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 (1) of our Report of even date)
 
 i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of Fixed
 Assets.
 
 (b) As explained to us, the Company has a system of verifying all its
 major fixed assets over a period of three years. The fixed assets so
 scheduled for verification during this year have been physically
 verified. The discrepancies noticed on such verification were not
 material and have been properly dealt with in the books of account.
 
 (c) During the year, the Company has not disposed off any substantial /
 major part of fixed assets.
 
 ii) The Company has no inventory and hence para (a) to (c) of clause
 (ii) of the order is not applicable to the Company.
 
 iii) (a) The Company has neither granted nor taken any loan secured/
 unsecured from Companies covered in the register maintained under
 section 301 of the Companies'' Act, 1956 (1 of 1956).
 
 (b) As stated above sub-clause (b) to (g) of Clause (iii) of the
 Companies (Auditor''s Report) order 2003 are not applicable.
 
 iv) In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business with regard to 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 continuing failure to correct major weakness in
 internal controls system.
 
 v) Based on the audit procedures applied by us and according to the
 information and explanations provided by the management, we are of the
 opinion that, sub clause (a) & (b) of Clause (v) of the Companies
 (Auditor''s Report) Order, 2003, is not applicable since no contracts or
 arrangements referred to in Section 301 of the Companies Act, 1956 have
 been entered into by the Company during the year.
 
 vi) The Company has not received any fixed deposit from the public and
 hence Clause (vi) of the Companies (Auditor''s Report) Order, 2003 is
 not applicable.
 
 vii) In our opinion, the Company has an internal audit system
 commensurate with its size and the nature of its business.
 
 viii) The Central Government has not prescribed maintenance of cost
 records under section 209(1) (d) of the Companies'' Act, 1956 for any of
 the products of the Company except for generation of hydro-electric
 power in respect of its unit Neora Hydro. We have broadly reviewed the
 books of account and records maintained by the company pursuant to the
 rules prescribed by the central government for the maintenance of cost
 records and are of the opinion that prima facie the prescribed accounts
 and records have been made and maintained. The contents of these
 accounts and records have not been examined by us.
 
 ix) (a) According to the information and explanations given to us and
 records examined by us, the Company is regular in depositing with
 appropriate authorities undisputed statutory dues including provident
 fund, investors education and protection fund, employees state
 insurance, income tax, sales tax, wealth tax, service tax, custom duty,
 excise duty, cess and other statutory dues wherever applicable.
 According to the information and explanations given to us, no
 undisputed arrears of statutory dues were outstanding as at 31st March
 2011 for a period of more than six months from the date they became
 payable.
 
 (b) According to the records of the Company, there were no dues of
 Sales Tax, Income Tax, Customs, Wealth Tax, Service Tax, Excise Duty,
 Cess, which have not been deposited on account of disputes.
 
 x) There are no accumulated losses of the Company as on 31st March
 2011. The Company has not incurred any cash losses during the financial
 year covered by our audit and the immediately preceding financial year.
 
 xi) Based on our audit procedures the Company has no dues to any
 financial institution, bank or debenture holders and hence Clause (xi)
 of the Companies (Auditor''s Report) Order, 2003 is not applicable to
 the Company.
 
 xii) Based on our examination of the records and the information and
 explanations given to us, the Company has not granted any loans and /
 or advances on the basis of security by way of pledge of shares,
 debentures, and other securities.
 
 xiii) Clause (xiii) of the Order is not applicable to the Company as
 the Company is not a Chit Fund company or nidhi / mutual benefit fund /
 society.
 
 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 (Auditors'' Report)
 Order, 2003 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 a
 bank or financial institutions.
 
 xvi) According to the information and explanations given to us, no term
 loans were raised and hence application for the purposes for which they
 were raised does not arise.
 
 xvii) According to the information and explanations given to us, no
 term loan were raised and hence the application for the purposes for
 which they were raised does not arise.
 
 xviii) The Company has not made any preferential allotment of shares
 during the year to parties and companies covered in the register
 maintained under section 301 of the Act.
 
 xix) During the year covered by our audit report, the Company has not
 issued secured debentures
 
 xx) The Company has not raised any money by public issues during the
 year covered by our report.
 
 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 explanation given by the management, we report that
 no fraud on or by the Company has been noticed or reported during the
 course of our audit.
 
                                                For K. N. Gutgutia & Co.
 
                                                  Chartered Accountants
 
                                          Firm Registration No. 304153E
 
 6C, Middleton Street,                                   P. K. Gutgutia
 
 Kolkata - 700 071                                              Partner
 
 Dated: 23rd May, 2011                              Membership No. 6994