Eureka Industries Ltd

TO,

THE MEMBERS OF

EUREKA INDUSTRIES LIMITED

1. We have audited the attached Balance Sheet of EUREKA INDUSTRIES LIMITED as at31st March, 2012 and also the Profit & Loss Statement and cash flowstatement for the year ended on that date annexed thereto. These financial statements arethe responsibility of the Company's Management. Our responsibility is to express anopinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally acceptedin India. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosurein the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

3. As required by the Companies (Auditor's Report) orders, 2003, issued by the CentralGovernment in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of suchchecks as we considered appropriate, and according to information and explanation given tous, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we reportthat:

(I) We have obtained all the information and explanations, which to the best of ourknowledge and belief were necessary for the purpose of our audit;

(II) In our opinion, proper books of accounts as required by law have been kept by thecompany so far as appears from our examination of those books;

(III) The Balance Sheet, Profit and Loss Statement and Cash Flow Statement dealt withby this report are in agreement with the books of accounts;

(IV) In our opinion, the Balance Sheet, Profit and Loss Statement and Cash FlowStatement dealt with by this report comply with the accounting standards referred to insub-section (3C) of section 211 of the Companies Act, 1956.

(V) On the basis of written representations received from the directors and taken onthe record by the Board of Directors, in the board meeting, we report that none of theDirectors is disqualified from being appointed as a Director in terms of clause (g) of subsection (1) of Section 274 of the companies Act, 1956.

(VI) In our opinion and to the best of information and according to theexplanations given to us, the accounts read with the notes thereon, and subject to thirdparty confirmation, give the information required by the Companies' Act, 1956 in themanner so required and give a true and fair view of and in conformity with the AccountingPrinciples generally accepted in India :-

a. In the Case of Balance Sheet, of the state of affairs of the Company as at 31^stMarch, 2012.

b. In the case of the Profit and Loss Statement of the Loss of the company for the yearended on that date.

c. In the case of Cash Flow Statement of the cash flows for the year ended on thatdate.

ANNEXURE

Referred to in paragraph 3 of Our Report of even date

1. During the current year, the company does not have any fixed assets, hence notapplicable.

2. The company does not have any inventory and therefore physical verification thereofand maintenance of records are not applicable.

3. a. The company has not granted unsecured loan to any party covered in the Registermaintained U/s 301 of the Companies Act, 1956.

b. The Company has not taken any loans from the parties covered in the registermaintained U/s 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, thereare adequate internal control procedures commensurate with the size of the company and thenature of its business, with regards to sale of goods. During the course of our audit nomaterial weaknesses has been noticed in the internal control system.

5. There are no contract or arrangements referred to in section 301 of the CompaniesAct, 1956 that need to be entered during the year.

6. The company has not accepted any deposits from the public within the meaning ofsection 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. As per information and explanations given to us the company did not have formalinternal audit system however it has adequate internal control system commensurate withsize of the company.

8. The provisions of section 209(1) (d) of the Companies Act, 1956 regardingmaintenance of cost records is not applicable to the company.

9. According to information and explanations given to us and the records examined byus, company is generally regular in depositing with appropriate authorities undisputedstatutory dues including provident fund, employees' state insurance, income tax, salestax, wealth tax, service tax, custom duty, cess and any other material statutory duesapplicable to it.

According to the information and explanations given us, and the records of the companythere are no dues of income tax/ sales tax/ wealth tax/ service tax/ custom duty/ exciseduty/ cess which have not been deposited on account of disputes.

10. The company has accumulated losses of Rs.75,285,606/- at the end of 31^stMarch, 2012 and has incurred cash loss of Rs.1,334,217/- in the current year.

11. In our opinion and according to the information and explanations given to us thecompany has not defaulted in repayment of dues to bank or financial institutions.

12. The Company has not granted any loans and advances on the basis of security by wayof pledge of shares, debentures and other securities.

13. The provision of any special statue applicable to chit fund / Nidhi / Mutualbenefit fund / Societies is not applicable to the company. Therefore, the provisions ofclause 4(xiii) of the companies (Auditor's Report) order, 2003 are not applicable to thecompany.

14. In our opinion, the company is not a dealer or trader in shares, securities,debentures and other investments. Accordingly, the provisions of Clause 4 (xiv) of thecompanies (Auditors Report) order 2003 (as amended) are not applicable to the Company.

15. As per information and explanations given to us, the company has not given anyguarantee for loans taken by others from banks or financial institutions.

16. The company has not raised any term loans during the year.

17. According to information and explanations given to us and on an overall examinationof the Balance Sheet of the company, we report that no funds raised on a short-term basishave been used for long-term investment.

18. The company has not made any preferential allotment of shares during the year.

19. The company has not issued any Debentures and hence, the question or creatingsecurities or charges in respect thereof does not arise.

20. The Company has not raised any money by way of public issues during the year.

21. Based upon the Audit procedures performed for the purpose of reporting the true andfair view of the financial statements and as per the information and explanations given tous by the management, we report, no fraud on or by the company has been noticed orreported during the course of our audit.