Jaidka Industries Ltd

To

The Members,

Jaidka Industries Ltd.

We have audited the attached Balance Sheet of Jaidka Industries Ltd., New Delhi as at 31st March 2012 and also the Profit and Loss account for the year ended on that date both of which we have signed under reference to this report. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 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 provided a reasonable basis for our opinion.

As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the annexure referred to above, we report that: -

a) We have obtained all the information and explanations, which to the best of our knowledge & belief were necessary for the purpose of our audit.

b) In our opinion, proper Books of Accounts as required by law have been kept by the Company so far as appears from our examination of such Books.

c) The Balance Sheet and Profit and Loss Accounts dealt with by this report are in agreement with the Books of the Accounts of the Company

d) In our opinion, the Profit & Loss Account and Balance Sheet comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act 1956.

e) In our opinion and based on the information and explanations given to us, none of the Directors are disqualified as on 31^st March 2012 from being appointed as Director in terms 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 explanations given to us the said accounts read with Significant Accounting Policies and Notes on Accounts thereon vide Schedule-M give the information required by the Companies Act 1956, in the manner so required and give a true and fair view:

1. In the case of Balance Sheet, of the State of Affairs of the Company as at 31st March 2012, and

2. In the case of Profit and Loss Account, of the Loss for the period ended on that date

3. In the case of the Cash Flow Statement, of the cash flows for the year ended on that date

ANNEXURE TO THE AUDITORS' REPORT REFERRED TO IN PARAGRAPH (3) THEREOF

i) a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets

b) In our opinion the fixed assets have been physically verified by the management at reasonable intervals, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

c) No substantial part of fixed assets have been disposed off during the year,

ii) a) As informed to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories 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. The discrepancies noticed on verification between the physical stocks and the book records were not material in relation to the operations of the Company

iii) a) The Company has granted interest free unsecured Loan amounting to Rs.221.38 Lacs to 1 (one) Company covered in the register maintained u/s 301 of the Act. There are no specific terms and conditions regarding the repayment of the same

b) The Company has not taken any loans from persons covered in the register maintained under section 301 of the Companies Act, 1956.

c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

d) The Company is regular in repaying the principal amounts as stipulated and has also been regular in the payment of interest.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any major weaknesses in internal controls system.

v) a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of Act, have been entered in the register required to be maintained under that section b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered into the register in pursuance of Section 301 of the Act and exceeding the value of Rupees five lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from public as defined under sections 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business

viii) The Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under clause (d) of subsection (1) of section 209 of the Act are not applicable to the Company

ix) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other applicable statutory dues as applicable, with the appropriate authorities.

b) According to the information and explanations given to us, there are no amounts in respect of Income - tax/ Sales - tax/ Wealth-tax / Service - tax/ Custom Duty / Excise Duty /Cess outstanding as on 31.03.11 which have not been deposited on account of any dispute.

x) The Company does not have accumulated losses as at 31st March, 2012 and has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, Bank or debenture holders.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities

xiii) The provisions of any special statute as specified under paragraph (xiii) of the said order are not applicable to the Company

xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. xv) In our opinion and 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 during the year.

xvi) The Company has not taken any term loans from the financial institutions.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, funds raised on short-term basis have not been used during the year for long-term investment

xviii) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Act.

xix) According to the information and explanations given to us, during the period covered by our audit, Company has not issued debentures

xx) The Company has not raised any money by way of public issues during the year

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