(II) Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

(III) Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion

(IV) Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 4 of the said Order.

2. Further to our comments in the annexure referred to in 1 above, as required by section 227(3) of the Act, 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 purpose 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 those books;

c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act;

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

(V) Opinion

Basis of Qualified opinion

(i) Refer Note No 24 regarding non compliance by the Company wth section 383A of the Act employing a full time Company secretary

(ii) In our opinion and to the best of our information and according to the explanations given to us, the financial statements, subject to para 5 (i) above and its consequential impact on the financial statements which is presently unascertainable, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Annexure to the Auditors' Report (Referred to in paragraph (IV).1 of our report of even date)

In terms of the information and explanations given to us and the books and records examined by us and on the basis of such checks as we considered appropriate, we further report as under:

(i) Fixed Assets

There were no fixed assets with the Company at any time during the year.

(ii) Inventories

a) In our opinion physical verification of inventory has been conducted at reasonable intervals by the management;

b The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification and if any the same have been properly dealt with in the books of account;

(iii) Loans taken from and given to parties covered under Section 301 of the Act

a) During the year the Company has granted interest free unsecured loans to one party listed in the register ought to be maintained under Section 301 of the Companies Act, 1956. The maximum balance outstanding during the year Rs.5.79 lacs and the closing balance is Rs 5.79 lacs. In our opinion other terms and conditions of the said loan are not prima facie prejudicial the interest of the Company.

b) We have been explained that the above loans are recoverable on demand. Since there is no formal documentation in respect of the above loan, we cannot comment upon (i) regularity in services (ii) Overdue Principal and (iii) Reasonableness in steps taken by the Company to recover the above loan

(iv) Internal Controls

In our opinion, there are adequate internal control procedures commensurate with the size of the Company and nature of its business, in respect of sale and purchase of inventory by the Company during the year under review. We have not come across any major weakness in the internal control system prevailing in the company

(v) Transactions with Party Covered under Section 301 of the Companies Act, 1956

The particulars of the contracts and arrangements referred to in Section 301 of the Act, have not been so entered in the register required to be maintained under the said Section. During the year there are no transactions with the said parties, each aggregating to Rs. 5 lacs or more.

(vi) Public Deposits

The Company has not accepted any deposits from the public during the year, within the purview of the directives issued by the Reserve Bank of India and the provisions of Sections 58 A and 58 AA of the Companies Act, 1956 and the rules framed there under.

(vii) Internal Audit

The Company has no formal internal audit system at any time during the year under review

(viii)Cost Records

As explained to us the Central Government has not prescribed for maintenance of cost accounts and records under Section 209(1) (d) of the Companies Act, 1956.

(ix) Statutory Dues

As per the records verified by us and as explained to us, the Company has been regular in depositing undisputed statutory dues involving Income-tax with the appropriate authorities. There were no arrears under the above heads which were due for more than six months from the date they became payable as at the close of the year. Keeping in view the present operations of the Company, statutes relating to Employees' State Insurance, Sales-tax, Wealth Tax, Custom Duty, Investor Education and Protection Fund, Excise Duty and Cess are not applicable to the Company during the year under review As per the records, no statutory dues have been disputed and lying pending with the Company as at the close of the year under review.

(x) Accumulated Losses

The Company has accumulated losses at the close of the current year, which has eroded more than 90% of its net worth. Also the Company incurred cash losses in the current financial year to the extent of Rs.32.80 Lacs and Rs.4.10 lacs in the immediately preceding financial year.

(xi) Dues to Banks

Based on the records maintained, the Company has not borrowed from Banks/financial Institutions during the year. Also the Company has not issued any debentures.

(xii) Loans against pledge of Securities

During the year, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities

(xiii)Applicability of Special Statute

The provisions of special statutes as applicable to Chit fund, Nidhi or Mutual Benefit Company are not applicable to the Company during the year.

(xiv)Dealing in Shares

The Company has not dealt in shares in current financial year as well as in immediately preceding financial year.

(xv) Guarantees given

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) Term Loans

As per the records verified by us, the Company has not taken any term loans during the year under review.

(xvii)Debentures

No debentures have been issued by the Company during the year.

(xviii)Public Issue

The Company has not raised any money by public issue during the year under review.

(xix)Frauds

Based on the audit procedures performed and the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year under review.

                                                 For SM N P & Co
                                              Chartered Accountants 
                                     Firm Registration No. 105929 W

                                              Anand Malpani
                                              Partner 
                                              Membership No. 125779