We have 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 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.

As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, we annex hereto 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 as follows:

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 the books;

c) The Balance Sheet, the statement of Profit & Loss Account and the cash flow statement dealt with by this report are in agreement with the books of accounts;

d) In our opinion, the Balance Sheet, the statement of Profit & Loss Account and the 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;

e) Directors of the Company do not, prima facie, have any disqualification as referred to clause (g) of sub section (1) of section 274 of the Companies Act 1956 which is based on written representation received from them.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 30th June, 2012;

ii) In the case of the statement of Profit & Loss Account, of the Profit of the Company for the year ended on that date; and

iii) In the Case of Cash Flow Statement, of the Cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT {Referred to in paragraph (3) thereof}

i (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. Fixed Assets were physically verified by the management during the period ended on June 30, 2012.

(b) We were informed that no material discrepancies were noticed by the management on such verification. In our opinion, the frequency of verification is reasonable having regards to the size of the company and the nature of the assets. None of the fixed assets have been revalued during the period ended on June 30,2012

(c) Fixed Assets disposed of during the year were not substantial, and therefore, do not affect going concern assumption.

ii (a) The inventory have been physically verified during the year by the management . in our opinion the frequency of the verification is reasonable.

(b) The procedure for physical verification of stock followed by the company are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company has maintained proper records of inventories. The Discrepancies, if any, noticed on the physical verification of stock as compared to book records have been properly dealt within the books of accounts

iii (a) The Company has granted interest free unsecured loans, to Two (Nos. 2) Parties Namely a wholly owned subsidiary company and associate firm. The Maximum amount outstanding during the year was Rs. 3419.25 Lacs and balance at the end of the year is Rs. 3419.25 Lacs.

(b) In our opinion, other terms and conditions on which loans have been granted to wholly owned subsidiary company and associate firm are not, prime facie, prejudicial to the interest of the company.

(c) In case of loans granted to wholly owned subsidiary company and associate firm, where stipulation have been made, no repayment schedule have been specified.

(d) There is no overdue amount of more than Rupees One Lakh in respect of loan granted to parties covered in the register maintained under section 301 of the companies act, 1956.

(e) As per information furnished, the company has taken interest free unsecured loan from the Three ( Nos. 3) parties covered in the register maintained under section 301 of the companies Act, 1956. The Maximum amount outstanding during the year was Rs. 1223.80 Lacs and balance at the end of the year is Rs. 1223.80 Lacs.

(f) In our opinion, other terms and conditions on which loans have taken from the parties are not, prime facie, prejudicial to the interest of the company.

(g) In case of interest free loan taken from the parties, where stipulation have been made, no repayment schedule have been specified.

iv In our opinion and accounting 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 regards to the purchase of inventory, fixed assets and also for the sale of goods. In our opinion and according to explanation given to us during the course of audit no major weakness has been noticed in the internal control system in respect of these areas.

v (a) In our opinion, and according to the information and explanations given to us, the particulars of the contracts or arrangements referred to section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the transaction made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi According to information and explanation given to us, the Company has not accepted any deposit during the year from the public within the meaning of the provision of Section 58A and Section 58AA of the Companies Act, 1956 and the rules framed there under. Hence, clause 4(vi) of the order is not applicable.

vii In our opinion, the internal audit system of the company is commensurate with the size and its nature of business.

viii We have broadly reviewed the cost records maintained by the company including pursuant to the companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956, and are of opinion that prima facie the prescribed cost records have been maintained and are being made up. We have, however, not made detailed examination of the cost records with view to determine whether they are accurate or complete.

ix (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanation given to us, there are no undisputed amount payable in respect of Such statutory dues which have remained outstanding as at 30 June 2012 for a period of more than six months from the date they become payable.

x The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses in the financial year and in the immediately preceding financial year.

xi Based on our examination and as per the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date. The Company has not issued any debentures.

xii Based on our examination and as per the information and explanation given to us, the Company has not granted loans and advances on the basis of security by the way of pledge of shares, debentures and other securities.

xiii In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the company.

xiv In our opinion and according to the explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investment. Therefore, the provision of the clause 4(xiv) of the order is 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 banks or financial institutions.

xvi According to the information and explanations given to us and the records examined by us, on an overall basis, the term loans have been applied for the purpose for which the loans were obtained.

xvii Based on the information and explanation given to us and on an overall examination of the balance sheet of the company, in our opinion, there are no fund raised on a short-term basis which have been used for the long-term investment.

xviiiAccording to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act, 1956.

xix According to the information and explanations given to us, the company had not issued debenture during the year.

xx According to the information and explanations given to us, the company has not raised any money by public issues during the year.

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 explanation 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 SHYAM C. AGRAWAL & CO.

                              CHARTERED ACCOUNTANTS 

                              FIRMS REGISTRATION NO.110243W

                                    SD/-

PLACE: MUMBAI                 SHYAM C. AGRAWAL

                             (MEMBERSHIP NO. 31774)