Ganesh Holdings Ltd

TO THE MEMBERS OF GANESH HOLDINGS LIMITED

1. We have audited the attached Balance Sheet of GANESH HOLDINGS LIMITED as at31st March, 2010 and also the Profit and Loss Account for the year ended on that dateannexed thereto and the cash flow statement for the year ended on that date. Thesefinancial statements are the responsibility of the Company's management. Ourresponsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted inIndia. 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 disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overallpresentation of the financial statements. We believe that our audit provides a reasonablebasis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by theCompanies (Auditor's Report) (Amendment) Order 2004 (together the 'Order'), issued by theGovernment of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose inthe Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. We have to further report that:

(a) We have obtained all the information and explanations, which to the best of ourknowledge 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 thecompany so far as appears from our examination of those books;

(c) The balance sheet and the profit and loss account dealt with by this report are inagreement with the books of account;

(d) In our opinion, the balance sheet and the profit and loss account dealt with bythis report comply with the accounting standards referred to in sub-section (3C) ofsection 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors, as on 31stMarch, 2010 and taken on record by the Board of Directors, we report that none of thedirectors is disqualified as on 31st March, 2010 from being appointed as a director interms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanationsgiven to us, the said accounts read together with significant accounting policies andnotes on accounts in schedule 8 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 accountingprinciples generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31stMarch 2010; and

(ii) In the case of the Profit and Loss Account, of the Profit for the year ended onthat date.

(iii) In the case of the Cash Flow Statement of the Cash Flows for the year ended onthat date.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date:

(i) As per the information and explanations given to us, the Company does not have anyfixed assets and hence in our opinion the requirement of clause (i)(a), (i)(b), and (i)(c)of Paragraph 4 of the above Order are not applicable.

(ii) As per the information and explanations given to us, the Company does not have anyinventory and hence in our opinion the requirement of clause (ii)(a), (ii)(b),and (ii)(c)of Paragraph 4 of the above Order are not applicable.

(iii) (a) As per the information and explanations given to us, the company has notgranted any loan secured or unsecured to Company, firms or other party covered in theregister maintained under section 301 of the Companies Act, 1956 during the year.Accordingly, in our opinion, the requirement of clauses (iii)(b) to (iii)(d) of paragraph4 of the above Order are not applicable to the Company.

(b) As per the information and explanations given to us, the company has not taken anyloan, secured or unsecured to Company, firms or other party covered in the registermaintained under section 301 of the Companies Act, 1956 during the year, and hence, in ouropinion, the requirement of Clause (iii)(e) to (iii)(f) of paragraph 4 of the above Orderare not applicable to the Company.

(iv) 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 companyand the nature of its business with regard to purchases of inventory and with regard tothe sale of inventory. During the course of our audit, no major weakness has been noticein the internal controls.

(v) Based on the audit procedures applied by us and according to the information andexplanations provided by the management, we are of the opinion that there are notransactions except for the loan transactions referred to in Paragraph (iii) above thatneeds to be entered into the register maintained under section 301 of the Companies Act,1956 have been so entered. Accordingly, in our opinion and according to the informationand explanations given to us, requirement of Paragraph 4(v)(b) of the aforesaid Order isnot applicable to the company.

(vi) In our opinion and according to the information and explanations given to us, thecompany has not accepted deposits from the public to which provisions of Sections 58 A and58 AA or any other relevant provisions of the Companies Act, 1956 and the Companies(Acceptance of Deposits) Rules, 1975 are aplicable, We are informed to the management thatno order has been passed by the company Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal.

(vii) The company internal audit system is commensurate with size and nature ofbusiness.

(viii) The Central Government has not prescribed the maintenance of cost records undersection 209 (1) (d) of the Companies Act, 1956;

(ix) (a) According to the records of the company, the company is generally regular indepositing with appropriate authorities undisputed statutory dues including providentfund, investor education protection fund, employees' state insurance, income-tax,sales-tax, wealth tax, service tax, custom duty, excise-duty, cess and other statutorydues applicable to it.

(b) According to the information and explanations given to us, no undisputed amountspayable in respect of income-tax, service-tax, wealth-tax, sales-tax, customs duty, exciseduty and cess were outstanding as at 31-3-2010 for a period of more than six months fromthe date they became payable.

(c) According to the information and explanations given to us, there are no dues ofincome tax, wealth tax, service tax, sales tax, customs duty, and excise duty and cess,which have not been deposited on account of any dispute.

(x) The company has no operational accumulated losses. The company's losses areprimarily due to gift of shares. The company has not incurred cash losses during thefinancial year covered by our audit and also in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by themanagement, we are of the opinion that there are no dues payable to financial institution,debenture holder or bank.

(xii) Based on our examination of documents and records, we are of the opinion that thecompany has not granted loans and advances on the basis of security by way of pledge ofshares, debentures and other securities.

(xiii) The Company is not a chit fund or nidhi, mutual benefit fund/ society. Thereforethe provision of clause 4 (xiii) of the Order are not applicable to the company.

(xiv) Based on our examination of the records and evaluation of the related internalcontrols, we are of the opinion that proper records have been maintained of thetransaction and contracts and timely entries have been made in those records. We alsoreport that the company has held the shares, securities, debentures and other investmentsin its own name except the shares pledged with institutions on behalft of other companies.

(xv) The Company has not given any guarantee for loans taken by others from banks orfinancial institutions. Accordingly, provisions of clause (xv) of Paragraph 4 of theaforesaid Order are not applicable to the Company.

(xvi) During the period covered by our audit report, no term loan has been raised bythe Company and, therefore, requirement of clause (xvi) of Paragraph 4 of the Order is notapplicable to the Company.

(xvii) Based on our examination of the balance sheet of the Company as at 31st March2010, we report that the Company has not raised any long term funds during the year and nofunds raised on short term basis have been used for the long term purposes.

(xviii) According to the information and explanations given to us, during the periodcovered by our audit report, the Company has not made preferential allotment of shares toparties and companies covered in the register maintained under section 301 of theCompanies Act, 1956 and, therefore, the requirement of clause (xviii) of Paragraph 4 ofthe Order is not applicable to the Company.

(xix) According to the information and explanations given to us, during the periodcovered by our audit report, the Company has not issued any debentures and hence in ouropinion, the question of creating securities does not arise.

(xx) According to the information and explanations given to us, during the periodcovered by our audit report, no public issue has been made by the Company during the yearand requirement of clause (xx) of Paragraph 4 of the Order is not applicable to theCompany.

(xxi) Based upon the audit procedures performed for the purpose of reporting the trueand fair view of the financial statements and to the best of our knowledge and belief, andaccording to the information and explanations given to us by the management, which havebeen relied upon by us, we report that no fraud on or by the Company has been noticed orreported during the course of our audit.