2. We conducted our audit in accordance with auditing standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are tree 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 issued by the Central ' Government of India in terms of sub section (4 A) of Section 227 of the Companies Act, 1956,

we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of such books;

2. 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 such books;

3. The Balance Sheet and Profit & Loss Account dealt with by this reports are in agreement with the books of Accounts;

4. The Balance Sheet and Profit & Loss Account dealt with by this reports, Comply with the Accounting Standard referred to in Sub Section, (3C) of Section 211 of the Companies Act, 1956, . %

5. On the basis of written representation received from the Directors as on 31st March, 2011 and on record by the Board of Directors, we report that none of its Director is disqualified as on March 31, 2011 from being appointed as director in terms of Clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956.

6. In our Opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view

Subject to:

1. Reference is invited to Note No. 15 of Schedule 14 regarding Loans and Advances of Rs. 49.34 lacs in respect of which Court has passed decree which is pending for execution, Rs. 20.18 lacs in respect of which company has filed suit for recovery. We are unable to form an opinion regarding the realisebility of the said Loans and Advances and Sundry Debtors.

2. On the basis of written representation received from the directors as on march 31, 2011 and taken on the record by the Board of Director, We report that none of its Directors are disqualified as on March 31, 2011 from being appointed as Directors in terms of Clause (g) of Sub section 1 of Section 274 of the Companies Act, 1956.

a) In the case of Balance Sheet, of the state of affairs of Company as at March 31, 2011 and

b) In the case of Profit & Loss account of the Profit for the year on the date.

ANNEXURE TO THE AUDITOR'S REPORT (Referred in paragraph (1) of Report of even date)

l. a The Company is maintaining proper r ecords showing full particulars including quantitative details and situation of Fixed Assets b As explained to us, the Fixed Assets have been physically verified by the management during the year and there is regular programmed of verification which, in our opinion, is reasonable having regard to the size of company and nature its Assets. No material discrepancies were noticed during such verification, c In our opinion and according to the information explanation given to us, a substantial part of Fixed Assets has not been disposed off by the Company during the year

2 a The management has conducted physical verification of inventories at reasonable intervals.

b In our opinion and according to the information and explanations given to us, the procedures of physical verification of stock followed by the management are reasonable and adequate in relation to size of company and nature of Business c On the basis of our Examination of the record of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on the physical verification of inventories as compared to books records were not material and have been properly dealt with in the books of accounts.

3. a The Company has not granted any Loans, secured or unsecured, to the companies, forms or other parties covered in register maintained under section 301 of the Companies Act, 1956.

b The Company has not taken any Loan whether secured or unsecured from Companies, forms or other parties covered in register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the company and nature of Business, for the purpose of inventory Fixed Assets and for the sale of goods. During the course of our Audit no major weaknesses has noticed in the internal control.

5. a According to the information and emplane talons given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been so entered, b In our opinion and according to the information and explanations given to us, the transitions made in pursuance of the contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of five lakh rupees in respect of any party during the year have been reasonable having regard to the prevailing market prices at the relevant time.

6 The company has not accepted any deposits from the public and hence the provisions of section 58A of the Companies Act 1956, and the Riles framed there under are not applicable.

7 In our opinion, the company has an internal audit system commensurate with its size and nature of the business.

8 As informed to us, the maintenance of cost records has not been prescribed by the Central Government under section 209(1) (d) of the Companies Act 1956, in respect of the activities carried on by the company.

9 a According to the information and explain action given to us and according to the books and records as produced and examined by us, in our opinion, the company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities.

b According to the records of the company, there are no dues of sales Tax, Income Tax, Customs Duty, Wealth Tax or Cess which ha s not been deposited on account of any dispute .

10. The company has been registered for a period not less than five year and its accumulated losses at the end of the financial year are less than fifty percent of its net worth and it has preceding such financial year also.

12. According to the information and explanation given to us, 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 provision of Clause 4(XIV) of the Companies (Auditor's Report) Order, 2003 are not applicable to the companies.

13. In our opinion, the Company is not a Chit Fund or a Mutual Benefit Fund/ Society. Therefore, the provisions of Clause 4 (XIV) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. In our opinion, the company is not dealing in or trading in securities, debentures or other investments. Accordingly, the provisions of Clause 4(XIV) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

15. According to the information and explanation given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanation given to us, the company has not availed any term loan. Therefore the provisions of Clause 4(XIV) of the companies (Auditor's Report) Order, 2003 are not applicable to the company.

17. According to the information and explanation 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. No long term fund has been used to finance short term assets except permanent working capital. .

18. According to the information and explanation given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act, 1956.

19. The Company has not issued any debentures during the year

20. During the year, the company has not raised any money by way of public issue; paragraph 4(XX) of the Order is not applicable.

21. Based upon the audit procedures performed and information and explanations 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 the year ended 31st March 2011

                                    For, N. S. SHAH & ASSOCIATES
                                           Chartered Accountants

                                            NARESH S. SHAH

Place:: Ahmedabad                              Proprietor

Date:: 12th August,2011.              Membership # 042658