We 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis on our opinion.

1. As required by Manufacturing and other Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of the companies Act, 1956 On the basis of such checks we considered appropriate and according to the information and explanation given to us during the course of audit. We give in Annexure here to Statement on the matters specified in paragraphs 4 & 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph 1 above, We report that: -

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, the company has kept proper books of account as required by law so far as appears from our examination of the books of account.

c) The Balance sheet and Profit & Loss account dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet, Profit and Loss Account 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) On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

3. In our opinion, and to the best of our information and according to the explanations given to us, the said Balance sheet and the profit & Loss A/C subject to note No. 16 relating to interest on term loan from M.S.F.C. read together 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.

i) In so far as it relates to the Balance Sheet, of the state of affairs of the company as at 31st March, 2009.

And

ii) In so far as it relates to the Profit & Loss Account, of the profit of the company for the period ended on that date.

And

iii) In the case of the Cash Flow statement, of the cash flows for the period ended on that date.

REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

a) As per the information and explanations given to us, the company has a system of physical verification of all fixed assets and accordingly the fixed assets were physically verified by the management. In our opinion the frequency of the verification is reasonable. No material discrepancies have been noticed on verification.

b)" None of the Fixed Assets have been revalued during the year.

2. The company has no inventory of stock.

3. According to information and explanation given to us the Company has not taken unsecured interest free loan from companies, firms or other parties listed in the register maintained Under Section 301 from the Companies Act under the same management defined under section (IB) of section 370 of the Companies Act, 1956.

4. According to information and explanation given to us the company has not given interest free loan to companies, firms or other parties listed in the register maintained under sec. 301 of the Companies Act, 1956.

5. In our opinion and according to the information and explanations given to us, there are no transactions, in respect of any party during the year, made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956.

6 In respect of loans and advances in the nature of loans given by the company, parties are generally repaying the principal amounts as stipulated except where disputes have arisen.

7. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature if its business.

8. As explained to us the company is not having any unserviceable or damage goods.

9. The company has not accepted any deposit from the public within the meaning of Sec. 58A of the Companies act, 1956 and rule framed there under.

10. As informed to us, the company is not having any by- products or scrap.

11. In our opinion, and according to information and explanation given to us, the company has an internal audit system commensurate with its size and the nature of its business.

12. The Central Government has not prescribed maintenance of cost records Under Section 209 (1) (d) of the companies Act, 1956.

13. According to the information and explanation given to us the employees P. F. and ESIC are not applicable to the company and the company did not have any other PF scheme.

14. According to the information and explanation given to us and books and records examined by us, there are no undisputed and outstanding amounts, payable in respect of wealth tax, sale tax custom duty and excise duty outstanding as at 31 st March, 2009 for a period of more than six months from the date they become payable.

15. In our opinion and according to the information and explanations given to us, no personal expenses have been charged to revenue account other than those payable under contractural obligations or in accordance with generally accepted business practice.

16 In our opinion and according to the information and explanations given to us, the company is not covered within the definition of a Sick Industrial company as contained in Section 3(1) (O) of the Sick Industrial companies (Special Provision) Act, 1985.

17. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

18. The company has not taken any new term loan or given guarantee during the year

19. The company had taken term loan from MSFC and it has failed to service the same and there in default in repayment of principal as well as interest. As informed to us, the company is in the process of settling the same and in the opinion of the directors no liability towards interest is likely to arise.

20. The company has not raised any money by public issue during the year therefore the requirement of disclosure by the management on the end use of money raised by public issues and verification of the same is not applicable.

21. The accumulated loss of the company at the end of the current financial year is more than 50% its networth. The loss is mainly because of provision made for doubtful receivables and advances and impairment of assets.

22. The company has not used any funds raised on short term basis for long term investment and vice versa.

23. As per information given to us, special statutes regarding chit Fund, Nidhi or mutual benefit society are not applicable to the company.

24. The company has maintained proper records and contracts in respect of investments in shares securities, debentures and other investments. All the investments were held by the company in its own name.

25. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

                         FOR P R AGARWAL & AWASTHI
                         CHARTERED ACCOUNTANTS

                                    Sd/-
                              PAWAN Kr AGARWAL
                                  PARTNER
                                  M. NO. 34147