1.  We have audited the attached Balance Sheet of Williamson Magor &
 Co. Limited (the Company) as at 31st March, 2012 and the related
 Profit and Loss Statement 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 (Auditors'' Report) Order, 2003, as
 amended by the Companies (Auditors'' 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, the Profit and Loss Statement and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (d) In our opinion, the Balance Sheet, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report comply with the
 accounting standards referred to 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 Profit and Loss Statement, 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 the Auditors'' Report
 
 Referred to in paragraph 3 of the Auditors'' Report of even date to the
 members of Williamson Magor & Co. Limited on the financial statements
 for the year ended 31st March, 2012
 
 i. (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The fixed assets of the Company have been physically verified by
 the Management during the year and no material discrepancies have been
 noticed on such verification. In our opinion, the frequency of
 verification is reasonable.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 off by the Company during the year.
 
 ii.  The Company does not hold any inventory. Therefore, the provisions
 of Clause 4(ii) of the said Order are not applicable to the Company.
 
 iii. (a) The Company has granted unsecured loan to two companies
 covered in the register maintained under Section 301 of the Act. The
 maximum amount involved during the year and the year-end balance of
 such loans aggregated to Rs. 928,000 thousand and Rs.573,000 thousand
 respectively.
 
 (b) In our opinion, the rate of interest and other terms and conditions
 of such loans are not prima facie prejudicial to the interest of the
 Company.
 
 (c) In respect of the aforesaid loans, the parties are repaying the
 principal amounts, as stipulated, and are also regular in payment of
 interest as applicable. The payment terms are in accordance with the
 demand / call loan policy framed by the Company under Clause 6A of the
 NBFCs Prudential Norms (RBI Directions), 1998 issued by the Reserve
 Bank of India.
 
 (d) In respect of the aforesaid loans, there is no overdue amount more
 than Rupees One Lakh.
 
 (e) The Company had taken unsecured loans, from three companies covered
 in the register maintained under Section 301 of the Act. The maximum
 amount involved during the year and the year-end balance of such loans
 aggregated to Rs. 885,000 thousand and Rs. Nil respectively.
 
 (f) In our opinion, the rate of interest and other terms and conditions
 of such loans are not prima facie prejudicial to the interest of the
 Company.
 
 (g) In respect of the aforesaid loans, the Company is regular in
 repaying the principal amounts, as stipulated, and is also regular in
 payment of interest, as applicable.
 
 iv. 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 fixed assets and for the sale of services. The Company''s
 operations do not involve purchase of inventory and 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.
 
 v. According to the information and explanations given to us, there
 have been no contracts or arrangements that need to be entered in the
 register maintained under Section 301 of the Act.
 
 vi. 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.
 
 vii.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 viii. 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.
 
 ix. (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 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
 income tax, sales tax, wealth tax, service tax, customs duty and excise
 duty, as applicable, as at 31st March, 2012 which have not been
 deposited on account of a dispute, are as follows :
 
 Name of the    Nature of
                 dues        Amount       Period to 
                                          which the     Forum where the
 statute                    (Rs. thou
                             -sand)       amount
                                          relates      dispute is pending
 
 Central 
 Excise      Interest on 
             Excise          711         1987-88      Hon''ble High Court
 Act, 
 1944        Duty                                      of Chennai
 
 Finance 
 Act,        Service Tax, 
             penalty        14,652 and   2005-06, 
                                         2006-07,     Customs, Excise and
 1994        and interest 
             thereon        interest 
                            thereon      2007-08, 
                                         2008-09      Service Tax 
                                                      Appellate Tribunal, 
                                                      East Zonal
                                                      Bench, Kolkata
 
 Finance 
 Act,        Service Tax, 
             penalty        4,580 plus 
                            penalty      2004-05,     Customs, Excise and
 1994        and interest 
             thereon        and interest 2005-06      Service Tax
                                                      Appellate
                            thereon                   Tribunal, East 
                                                      Zonal Bench, 
                                                      Kolkata
 
 x. The accumulated losses of the Company did not exceed fifty percent
 of its net worth as at 31st March, 2012 and it has not incurred cash
 losses in the financial year ended on that date and or in the
 immediately preceding financial year.
 
 xi. 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 financial institution as at the balance
 sheet date. The Company has neither any outstanding dues to any banks
 or debenture holders at the beginning of the year nor has it obtained
 any such loans during the year. Therefore, the provisions of Clause
 4(xi) of the Order are not applicable to the Company.
 
 xii. The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 Therefore, the provisions of Clause 4(xii) of the Order are not
 applicable to the Company.
 
 xiii. As the provisions of any special statute applicable to chit fund
 / nidhi / mutual benefit fund / societies are not applicable to the
 Company, 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. 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.
 Accordingly, the provisions of Clause 4(xv) of the Order are not
 applicable to the Company.
 
 xvi. In our opinion, and according to the information and explanations
 given to us, the term loans have been applied for the purposes for
 which they were obtained.
 
 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 the Company has used funds raised on short-term basis aggregating
 to Rs.293,620 thousand for long-term investment (i.e. Non-current
 investments).
 
 xviii. 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. Accordingly, the provisions of Clause
 4(xviii) of the Order are not applicable to the Company.
 
 xix. The Company has not issued any debentures during the year and does
 not have any debentures outstanding as at the beginning of the year and
 at the year end. Accordingly, the provisions of Clause 4(xix) of the
 Order are not applicable to the Company.
 
 xx. The Company has not raised any money by public issues during the
 year. Accordingly, the provisions of Clause 4(xx) of the Order are not
 applicable to the Company.
 
 xxi. 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 LOVELOCK & LEWES
                                   Firm Registration No - 301056E
                                            Chartered Accountants
 
                                                         (P. Law)
                                                          Partner
 Kolkata, 29th June, 2012                   Membership No. 51790