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 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act5, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in Annexure referred-to above, we report that:

a. Note no.4 of the notes to the accounts that balance of sundry debtors, sundry creditors, loans & Advances are subject to confirmation and Reconciliation.

b. 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;

c. In our opinion, proper books of account as required by law have been kept by the company so far as appear from our examination of those books;

d. In our opinion, the Balance sheet, profit & Loss Account and cash flow statement dealt with by the report comply with accounting standards referred to in subsection 3(c) of 211 of the companies Act, 1956, with the books of account;

e. On the basis of the written representations received from the Directors as on 31st March,2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause(g) of subsection (l) of section 274 of the companies Act, 1956.

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 31st March, 2011; and

ii. In the case of Profit & Loss Account, of the "Profit" for the year ended on that date.

iii. In the case of cash flow statements, of the cash flows for the period ended on that date.

ANNEXURE TO AUDITORS REPORT

1. Since the company had no fixed assets during the year, clause 4(i) of the Companies (Auditors Report) Order, 2003 is not applicable.

2. Since the Company does not have inventories during the year under report, clause 4{ii) of the Companies (Auditors Report) Order, 2003 is not applicable.

3. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. and to companies under the same management as defined under sub-section (1b) of sec 370 of the companies Act,1956 and in our opinion, the terms and conditions are prima face not prejudicial to the interests of the company.

4. The Company has not taken any loans, secured or unsecured from companies , firms or other parties covered in the register maintained under section 301 of the companies Act, 1956 and in our opinion the terms & conditions are not prejudicial to the interests of the company.

5. In our opinion and according to the information and explanations given to us, there are adequate internal control procedure commensurate with the size of the Company and nature of its business. During the course of audit we have not observed any major weakness in internal controls.

6. According to the information and explanations given to us, there are no Contracts or arrangements that needs to be entered in the register maintained under section 301 of the Companies Act, 1956.

7. The Company has not accepted any deposits from the public and consequently the provisions of section 58A and 58AA or any other relevant provision of the Act and the rules framed there under and the directives issued by the Reserve Bank of India are not applicable.

8. in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

9. To the best of our knowledge and according to the information and explanations given to us Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

10. i) According to the records of the company , undisputed statutory due inclosing provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other Statutory dues, wherever applicable, have been regularly deposited with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more then six months from the date they became payable except to the extent that the company has not deposited fully the Income Tax as computed by it to the Income Tax Department for Assessment years 2009-10, 2010-11 and 2011-12.

ii) To the best of our knowledge and according to information and explanations provided to us, the Company has no disputed dues under income Tax.

11. The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

12. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to the debentures holders. Further the Company has not borrowed any amounts from the financial institutions or banks during the year under audit.

13. In our opinion and according to the explanation given to us and based on the information available, no loans and advances have been granted by the company on the basis of security by way of pledge of share, debentures and other securities.

14. In our opinion, the company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, Clause 4(xiii) of the companies (Auditors Report) Order 2003 is not applicable to the Company.

15. The company has maintained proper records of transaction and contracts and made timely entries therein respects of investments made by the company. The company's investments are held in its own name.

16. The Company has not given any guarantees for loans taken by others from any bank or financial institutions.

17. The Company has not taken any term loans during the year.

18. According to the information and explanations given to us and on overall examinations of the Balance Sheet of the Company, we report that the Company has not raised short terms funds during the year from any financial institution/Bank.

19. During the year, the Company has not made any preferential allotment of shares to a parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

20. During the year cover by our report, the Company has not raised any monies by way of issue of Secured debentures.

21. The Company has not raised any monies by way of Public Issue during the year.

22. As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

                                     For, N. L. Upadhyaya & Co.
                                          Chartered Accountants

                                   Firm Registration No.11165 W

                                              (N. L. Upadhyaya)

Place: Mumbai                                       Proprietor

Date : 05.08.2011                         Membership No. 35535