Date

M/s _______,
Chartered Accountants
Suite 52, Bombay Mutual Building,
Sir Phirozshah Mehta Road,
Fort, Mumbai – 400 001

Dear Sirs,

Re: Limited Review of accounts for the quarter ended June 30, 2010
This representation letter is provided in connection with your review of the financial statements/ results
XYZ Limited for the quarter ended June 30, 2010 for the purpose of expressing limited assurances that
nothing has come to your notice that causes you to believe that the financial statements/ results
prepared in accordance with accounting standards and other recognised accounting practices and
policies has not disclosed the information required to be disclosed in terms of Clause 41 of the Listing
Agreement including the manner in which it is to be disclosed, or that it contains any material
misstatement

We acknowledge our responsibility for the fair presentation of the financial statements/results in
accordance with accounting standards and other recognised accounting practices and policies generally
accepted in India. We confirm, to the best of our knowledge and belief, the following representations
are true and correct

1 Accounting Policies:

1.1 The accounting policies are in accordance with the accounting standards and other
recognised accounting practices and policies generally accepted in India and the periodic
results were drawn up in accordance with the Clause 41 of the Listing Agreement

1.2 The accounting policies and practices which are material or critical in determining the
results of operations for the period or financial position are consistent with those
adopted in the financial statements/results for the previous years/ periods. The financial
statements/results are prepared on accrual basis

1.3 We have no plans or intentions that may materially affect the carrying value or
classification of assets and liabilities

2 Internal Control Structure:

2.1 There have been no irregularities, such as thefts, frauds, or defalcations, involving
management or employees who have significant roles in the internal control structure

2.2 There are no material transactions that have not been properly recorded in the
accounting records underlying the financial statements/results

3 Registers, Minutes And Contracts:

~1~
 3.1 The Minutes of the meetings of the Shareholders and Directors and the Registers
required to be maintained under the Companies Act are complete and authentic

3.2 All maters required to be recorded in the registers and minute books of the company
have been, and are, recorded correctly

3.3 We have complied with all aspects of contractual agreements that would have a material
effect on the financial statements/results in the event of non-compliance

4 Ownership And Pledging Of Assets:

4.1 The Company has satisfactory title to all assets appearing in the balance sheet.

4.2 No security agreements have been executed and there are no liens or encumbrances on
assets nor has any asset been pledged, mortgaged or hypothecated other than as
disclosed in the audited financial statements for financial year 2008-09

5 Related Party Transactions:

Transaction with the related parties and related amounts receivable or payable, including sales,
purchase, loans, transfers, leasing arrangements, and guarantees, have been properly recorded
and disclosed to you. The disclosure pertaining to related party transactions are correct and
complete

6 Conflicts Of Interests:

There are no instances where any officer or employee of the company has an interest in a
company with which the company does business that would be a “conflict of interest.” Even
where the interests exist, the transactions have been made at prices which are reasonable
having regard to the prevailing market prices and are not prejudicial to the interest of the
company

7 Fixed Assets:

7.1 The additions during the period are recorded at cost and include all capital expenditure to
fixed assets, but do not include expenditure properly chargeable to revenue. No material
amounts representing additions or improvements of a capital nature are charged to
expense accounts

7.2 The fixed assets do not include cost and accumulated depreciation relating to items sold,
scrapped, demolished or destroyed

7.3 The net book value is arrived at after making above adjustments and providing
depreciation for the period based on the rates arrived as per estimated useful lives of the
fixed assets or in accordance with the rates prescribed by Schedule XIV of the Companies
Act, 1956 (the ‘Act’), whichever are higher

7.4 The net book value represents all the fixed assets owned by the Company wherever
situated

7.5 The fixed assets had not been revalued during the period
 7.6 The capital work in progress refers to the expenses being incurred for assets being
constructed

8 Investments:

8.1 The Company has a clear title to all its investments

8.2 Cost of investments comprises of its purchase price and all the acquisition charges such
as brokerage, fees and duties

8.3 Current investments consist of only such investments as are readily realisable and
intended to be held for not more than one year from the respective dates on which they
were made. All other investments are treated as long-term investments

8.4 Long term investments have been carried in the financial statements/ records at cost where
a decline other than temporary decline, is recognised, in the value of investments

9 Other Current Assets, Loans and Advances:

9.1 Adequate provision has been made for allowances, losses, returns, discounts, costs, and
expenses that may be incurred subsequent to the date of Balance Sheet in respect of
sales and services rendered prior to that date

9.3 The Current Assets, Loans and advances have a value on realisation in the ordinary course
of business at least equal to the amounts at which they are stated in the books/ records

10 Cash and Bank Balances:

10.1 Cash balance as at June 30, 2010 is Rs. 1,51,618

10.2 Bank balances as at June 30, 2010 is as under:

(Amount in Rs)
Bank Name Debit Balance Credit Balance

The company does not have any Bank account(s) other than above

10.3 Fixed deposits with the banks, as at June 30, 2010 are as under:

Bank Name Amount(In Rs)

 Total

11 Secured & Unsecured Loans:

Arrangement with the financial institutions involving compensating balances or other

arrangements involving restrictions on cash balances and line-of-credit or similar arrangements
have been properly recorded

12 Current Liabilities:

All known liabilities have been put through the books of account including raw material, packing
materials, stores and other purchases

13 Contingent Liability:

All contingent liabilities have been appropriately recorded/ disclosed

14 Profit & Loss Account:

Except as recorded in the financial statements/ results, the results for the period were not
materially affected by:
a. transactions of a nature not usually undertaken by the Company;
b. circumstances of an exceptional or non-recurring nature;
c. charges or credits relating to prior years;
d. changes in accounting policies

15 Sales and Other Income:

Sales and other income for the quarter under review have been recognised in the books as per
company’s income recognition policy in accordance with applicable accounting standards are as
under:

Particulars TOTAL
(Rs. In Lacs)
Sales
Other Operating Income
Other Income

16 Disclosures in Quarterly Results:

a. Number/proportion of shares held by promoter pledged/encumbered - NIL

b. Details of non-promoter shareholding and investor complaints are as per certificate
received from R & TA

17 General:
 17.1 The financial statements/results are prepared in accordance with accounting standards
and other recognised accounting practices and policies disclosing the information
required to be disclosed in terms of Clause 41 of the Listing Agreement including the
manner in which it is to be disclosed

17.2 The following have been properly recorded in the financial statements/ records:

a. Losses arising from sale and purchase commitments

b. Assets pledged as collateral

17.3 The Company has complied with all aspects of contractual agreements that could have a
material effect on the financial statements/results in the event of non-compliance. There
has been no non-compliance with requirements of regulatory authorities that could have
a material effect on the financial statements/results in the event of non-compliance

17.4 The financial statements/results are free of material mis-statements, including omissions

17.5 During the quarter ended June 30, 2010 there has been no development in legal cases
and/or Income Tax cases of various years lying before Income Tax authorities. None of
the hearings of disputed matters have concluded during the quarter giving rise to any Tax
liability or refund & interest thereon

17.6 In the opinion of management there is no adverse remark/ opinion in the previous year
audit report requiring any explanation in the quarterly results

Yours truly,

For
XYZ limited

Managing Director