Letter of Representation Date: 16/02/2011 To M/s Deloitte Haskins & Sells Chartered Accountants 7th Floor, Tower 10 B, DLF

Cyber City, DLF Phase-II, Gurgaon, Haryana. Dear Sirs, This representation letter is provided in connection with your audit of the reporting pack of Bando (India) Private Limited for groups consolidated financial statements for the year ended December 31, 2010 for the purpose of expressing an opinion as to whether such Reporting Pack including specified balances have been prepared in all material respects in accordance with the International Financial Reporting Standards (IFRS) and the Group accounting policies we confirm, to the best of our knowledge and belief, the following representation made to you during your audit. We confirm that we are responsible for the following: a) The fair presentation in the reporting pack of financial position and results of operations in accordance with IFRS and the Group accounting policies. b) The design and implementation of programs and controls to prevent and detect fraud. c) Establishing and maintaining effective internal control over financial reporting.

We confirm, to the best of our knowledge and belief, the following representation made to you during your audit: 1. The reporting pack referred to above are fairly presented in accordance with IFRS and the Group accounting policies. 2. The Company has made available to you all: a. Financial records and related data b. Minutes of the meetings of stockholders, directors all are prepared and kept in their respective places. 3. There have been no communications from regulatory agencies noncompliance with or deficiencies in financial reporting practices. concerning

4. We have completed our procedures to evaluate the accuracy and completeness of the disclosures in our Reporting Pack. There are no material disclosures that have been omitted from our Reporting Pack. 5. We have no knowledge of any fraud or suspected fraud affecting the Company involving: a. Management b. Employees who have significant roles in the Companys internal control over financial reporting c. Others if the fraud could have a material effect on the Reporting Pack. 6. We have no knowledge of any allegation of fraud or suspected fraud affecting the Company received in communications from employees, former employees, analysts, regulators, short sellers, or others. 7. There are no unasserted claims or assessments that legal counsel has advised us are probable of assertion and must be disclosed. 8. We have performed an evaluation and made our assessment of the effectiveness of the Companys internal control over financial reporting as of balance-sheet date and are not aware of any material deficiencies therein. 9. We did not used the procedures you performed during you audits of our internal control over financial reporting or our Reporting Pack as part of the basis for our assessment of the effectiveness of internal control over financial reporting. 10. The Company, as set forth in our assessment, maintained effective internal control over financial reportings as of balance-sheet date.

11. We have disclosed to you all deficiencies in the design or operation of internal control over financial reporting identified as part of our evaluation, including separately disclosing to you all such deficiencies that are significant deficiencies or material weaknesses in internal control over financial reporting. 12. There are no changes in internal control over financial reporting or other factors that might significantly affect internal control over financial reporting, including any corrective actions taken by management with regard to significant deficiencies and material weaknesses, have occurred subsequent to balance-sheet date. 13. There are no transactions that have not been properly recorded in the accounting records underlying the financial statement. 14. The Company has no plans or intentions that may affect the carrying value or classification of assets and liabilities. 15. The following, to the extent applicable, have been appropriately identified, properly recorded, and disclosed in the Reporting Pack; a. Related party transactions and associated amounts receivable or payable, including sales, purchases, loans, transfers, leasing arrangements, and guarantees. b. Guarantees, whether written or oral, under which the Company is contingently liable. 16. In preparing the Reporting Pack in accordance with IFRS and the Group accounting policies, management uses estimates. All estimates have been disclosed in the Reporting Pack for which known information available prior to issuance of the Reporting Pack indicates that both of the following criteria are met: a. It is at least reasonably possible that the estimate of the effect on the Reporting Pack of a condition, situation, or set of circumstances that existed at the date of the Reporting Pack will change in the near term due to one or more future confirming events. b. The effect of the change would not be material to the Reporting Pack. 17. There are no: a. Violations or possible violations of laws or regulations whose effects should be considered for disclosure in the Reporting Pack or as a basis for recording a loss contingency. Further, we confirm that Company has complied with all the laws and regulations applicable to the Company including FEMA. b. Other liabilities or gain or loss contingencies that are required to be accrued or disclosed.

18. The Company has satisfactory title to all owned assets, and there are no liens or encumbrances on such assets nor has any asset been pledged as collateral. 19. The Company has complied with all aspects of contractual agreements that may have an effect on the Reporting Pack in the event of noncompliance. 20. We have identified the significant assumptions and factors influencing the measurement of fair value. The significant assumptions used in measuring fair value, taken individually and as a whole, provide a reasonable basis for the fair value measurements and disclosures in the Reporting Pack. The assumptions are reflective of managements intent and ability to carry out specific courses of action and the significant assumptions used are consistent with the Companys plans and past experience. 21. No events have occurred subsequent to balance-sheet date that requires consideration as adjustments to or disclosures in the Reporting Pack. Reporting Pack We are responsible for the Reporting Pack and schedules annexed thereto. The Reporting Pack are prepared on the accrual basis. Measurement and Disclosures With regards to the fair value measurements and disclosures of certain assets, liabilities, and specific components of equity: a. The measurement methods, including the related assumptions, used in determining fair value were appropriate and were consistently applied in accordance with GAAP. b. The completeness and adequacy of the disclosures related to fair values are in conformity with generally accepted accounting principles. c. No events have occurred subsequent to balance-sheet date that requires adjustment to the fair value measurements and disclosures included in the Reporting Pack.

Assets 1. The Company has a satisfactory title to all assets and there are no liens or encumbrances on the Companys assets.

Fixed Assets

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The net book values at which fixed assets are stated in the Balance Sheet are arrived at: (a) (b) (c) (d) after taking into account all capital expenditure on additions thereto, but no expenditure properly chargeable to revenue; after eliminating the cost and accumulated depreciation relating to items sold, discarded, demolished or destroyed; after providing adequate depreciation on fixed assets during the period; after considering impairment;

Receivables 1. Receivables recorded in the Reporting Pack represent valid claims against debtors for sales or other charges arising on or before the balance-sheet date and have been appropriately reduced to their estimated net realizable value. The amounts receivable are fully recoverable and considered good. Liabilities We have recorded all known liabilities in the Reporting Pack. Contingencies & Commitments 1. There are no significant claims for which the Company would be contingently liable in respect of litigation, if any, which may be pending against the Company. There is no litigation pending against any of the employees of the Company for which the Company would be contingently liable either directly or indirectly. The Company is not involved in any litigation or arbitration proceedings relating to claims or amounts which are material. So far as the Management is aware, no such litigation or arbitration proceedings are pending or threatened. There were no commitments for the purchase or sale of investments There were no other commitments or obligations which might adversely affect the Company. There were no defaults in principal, interest, sinking fund or redemption provision with respect to any issue of share or loan capital or credit arrangement, or any breach of covenant of an agreement.

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Provisions Provision has been made in the accounts for all known losses and claims of material amounts. Income Statement 1. Except as disclosed in the Reporting Pack, the results for the year were not materially affected by: (a) (b) (c) (d) 2. transactions of a nature not usually undertaken by the Company; circumstances of an exceptional or non-recurring nature; prior period items; changes in accounting policies.

No personal expenses of employees, other than those the Company is contractually liable to pay, and no personal expenses of directors or any other persons who are not employees of the Company, have been debited to the Income Statement.

Employee Benefits 1. We have disclosed to you all new or changes to the existing employee benefits. 2. We have no intention of terminating any of our employee benefits or taking any other action that could result in an effective termination or reportable event for any of the plans. Taxes 1. The recognition of tax benefits is limited to only those tax positions that more likely than not, based solely on the technical merits of the tax positions, of being sustained upon examination. The recognition and measurement of tax positions is based upon the facts, circumstances, and information available as of the reporting date. The recording of interest and penalties is in accordance with GAAP and has been determined according to the provisions of the relevant tax law. We have disclosed to you all communications with tax authorities and/or communications with outside tax advisors. There are no: a. Asserted and unsettled income tax contingencies and

2. 3. 4. 5.

b. Unasserted income tax contingencies caused by uncertain income tax positions taken in our income tax returns filed with the Income-tax authorities. 6. The liability recorded and disclosed in the Reporting Pack for income tax represents managements estimate of the amount that is probable and estimable of being payable.

Subsequent Events There have been no events subsequent to the Balance Sheet date which require adjustment of or disclosure in the Reporting Pack. Related Party Disclosures We confirm the following representation in respect of the related parties: a) We have identified all the related parties and the transactions with all such parties in accordance with GAAP. The information provided to you is complete in all respects. The disclosures made in the Reporting Pack are adequate having regards to the framework under which the Reporting Pack have been drawn. The Reporting Pack are free from material misstatements, including omissions with regard to related parties and transactions with related parties. The transactions with related parties have been at arms length.

b) c) d)

Contracts: As on balance sheet date, we confirm that Company do not have any future commitments for supply of particular quantity of goods to our customers at a price which is below than our cost of sales. General 1. We acknowledge our responsibilities for the implementation and operation of accounting and internal control systems that are designed to prevent and detect fraud and error. We have disclosed to you the results of our assessment of the risk that the Reporting Pack may be materially misstated as a result of fraud. 2. To the best of our knowledge and belief, the Company has not made any improper payments or payments which are illegal or against public policy.

3. The Management is of the opinion that its international transactions are at arms length and the transfer pricing regulations will not have any impact on the Reporting Pack particularly on the amount of tax expense and that of the provision for taxation. 4. There is no formal or informal compensating balance or other arrangements involving restrictions on any of our cash and investment accounts. 5. We have properly recorded or disclosed in the Reporting Pack the capital stock repurchase options and agreements, and capital stock reserved for options, warrants, conversions, and other requirements. 6. All significant assumptions relating to fair values included in the accounts are reasonable and appropriately reflect out intent and ability to carry out planned actions on behalf of the Company that are relevant to fair value measurements or disclosures. 7. We confirm that there were no donations made to political parties during the year.

Yours faithfully, For Bando (India) Private Limited

Hiroshi Yamada Managing Director