Jay Ushin Ltd

To

The Members of Jay Ushin Limited

1. We have audited the attached Balance Sheet of Jay Ushin Limited (‘theCompany’) as at March 31, 2011 and also the Profit and Loss account and the 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 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 overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003, as amended by theCompanies (Auditor’s Report) (Amendment) Order, 2004, issued by the CentralGovernment of India in terms of sub-section (4A) of Section 227 of ‘The CompaniesAct, 1956’ of India (the ‘Act’) and on the basis of such checks of thebooks and records of the company as we considered appropriate and according to theinformation and explanations given to us, we give in the Annexure a statement on thematters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the paragraph 3 above, we report that:

i. We have obtained all the information and explanations, which to the best of ourknowledge and belief were necessary for the purposes of our audit;

ii. 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;

iii. The balance sheet, profit and loss account and cash flow statement dealt with bythis report are in agreement with the books of account;

iv. In our opinion, the balance sheet, profit and loss account and cash flow statementdealt with by this report comply with the accounting standards referred to in sub-section(3C) of section 211 of the Companies Act, 1956;

v. On the basis of the written representations received from the directors, as on March31, 2011, and taken on record by the Board of Directors, we report that none of thedirectors is disqualified as on March 31, 2011 from being appointed as a director in termsof clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanationsgiven to us, the said accounts 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;

a) in the case of the balance sheet, of the state of affairs of the Company as at March31, 2011;

b) in the case of the profit and loss account, of the profit for the year ended on thatdate; and

c) in the case of cash flow statement, of the cash flows for the year ended on thatdate.

For Haribhakti & Co

Chartered Accountants

FRN 103523W

Raj Kumar Agarwal

Partner

Membership. No. 074715

Place: New Delhi

Date: September 3, 2011

ANNEXURE TO AUDITORS' REPORT

[Referred to in paragraph 3 of the Auditors' Report of even date to the members of JayUshin Limited on the financial statements for the year ended 31st March, 2011]

(I) (a) The Company has maintained proper records showing full particulars,including quantitative details and situation of fixed assets, except for certain itemsof fixed assets for which the records need to be further updated with regard to specificlocation and particulars of assets.

(b) According to the information and explanations given to us, the fixed assets of theCompany have been physically verified during the year and discrepancies noted on suchverification have been properly dealt with in the books of account. However, in ouropinion, the procedures for physical verification need to be strengthened.

(c) In our opinion and according to the information and explanations given to us, asubstantial part of fixed assets has not been disposed of by the company during the year.

(ii) (a) The inventory excluding stocks with third parties and material in transit hasbeen physically verified by the management during the year. In respect of inventory lyingwith third parties, these have substantially been confirmed by them. In our opinion, thefrequency of verification is reasonable.

(b) The procedures of physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) The Company is maintaining proper records of inventory and no materialdiscrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured tocompanies, firms or other parties covered in the register maintained under section 301 ofthe Companies Act, 1956. Accordingly clauses (iii)(b), (iii)(c) and (iii)(d) of paragraph4 of the Order are not applicable to the Company.

(b) The Company had taken loan from two companies covered in the register maintainedunder section 301 of the Companies Act, 1956. The maximum amount involved during the yearwas Rs. 8,528,443 and the year-end balance of loans taken from such parties was Rs. Nil.

(c) According to information and explanations given to us, the loans taken from partiescovered in register maintained under section 301 of the Companies Act, 1956 were interestfree. In our opinion, other terms and conditions for such loans are not, prima facie,prejudicial to the interest of the Company.

(d) In respect of the aforesaid loans, the Company is regular in repaying the principalamounts as stipulated. Further as explained to us, the loans being interest free, nointerest is payable.

(iv) In our opinion and according to the information and explanations given to us,there exists an adequate internal control system commensurate with the size of the Companyand the nature of its business with regard to purchase of inventory, fixed assets and withregard to the sale of goods. In our opinion and according to the information andexplanations given to us, the existing internal control system needs to be furtherstrengthened to be commensurate with the size of the Company and the nature of itsbusiness with regard to inventory. There were no transactions with regard to sale ofservices. During the course of our audit, we have not observed any continuing failure tocorrect weakness in internal control system of the company.

(v) (a) According to the information and explanations given to us, we are of theopinion that the particulars of contracts or arrangements referred to in section 301 ofthe Companies Act, 1956 that need to be entered into the register maintained under section301 have been so entered.

(b) According to the information and explanations given to us, transactions made withthe parties listed in section 301 of the Companies Act, 1956, in pursuance of suchcontracts or arrangements exceeding value of Rupees five lakhs have been entered intoduring the financial year at prices which are reasonable, however there are no marketprices comparable to those transactions, as these are proprietary in nature as explainedby the management of the company.

(vi) The company has not accepted any deposits from the public within themeaning of Sections 58A and 58AA of the Act and the rules framed there under.

(vii) In our opinion, the Company has an internal audit system which should be furtherstrengthened and scope widened to be commensurate with the size and nature of theCompany's business.

(viii) We have broadly reviewed the books of account maintained by the company inrespect of products where, pursuant to the Rules made by the Central Government of India,the maintenance of cost records has been prescribed under clause (d) of sub-section (1) ofSection 209 of the Act and we are of the opinion that prima facie, the prescribed accountsand records have been made and maintained.

(ix) (a) The Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including provident fund, investor education and protectionfund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customsduty, excise duty, cess and other material statutory dues applicable to it.

Further, since the Central Government has till date not prescribed the amount of cesspayable under section 441A of the CompaniesAct,1956, we are not in a position to commentupon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amountspayable in respect of provident fund, investor education and protection fund, employees'state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, exciseduty, cess and other undisputed statutory dues were outstanding, at the year end, for aperiod of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues ofincome tax, works contract tax, service tax, sales tax, customs duty and cess that havenot been deposited on account of any dispute.

According to the information and explanations given to us, disputed excise duty thathave not been deposited are as follows:

(x) In our opinion and according to the information and explanations given to us, thecompany does not have accumulated losses. Further, the company has not incurred cashlosses during the financial year covered by our audit and the immediately precedingfinancial year.

(xi) In our opinion and according to the information and explanations given to us, theCompany has not defaulted in repayment of dues to a financial institution or bank. TheCompany has not issued any debentures.

(xii) According to the information and explanations given to us, the Company has notgranted any loans and advances on the basis of security by way of pledge of shares,debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report)Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities,debentures and other investments. Accordingly, the provisions of clause 4(xiv) of theCompanies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, thecompany has not given any guarantee for loans taken by others from banks or financialinstitutions during the year.

(xvi) In our opinion, the term loans have been applied for the purpose for which theloans were raised.

(xvii) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company, we report that company has used fundsraised for short-term basis aggregating to Rs. 190,984,622 for long-term investments.

(xviii) According to the information and explanations given to us, the company has notmade preferential allotment of shares during the year to parties and companies covered inthe register maintained under section 301 of theAct.

(xix) The Company did not have any outstanding debentures during the year.

(xx) During the year covered by our audit report, the company has not raised any moneyby way of public issue.

(xxi) During the course of our examination of the books and records of the company,carried out in accordance with the generally accepted auditing practices in India, andaccording to the information and explanations given to us, we have neither come across anyinstance of fraud on or by the company, noticed or reported during the year, nor have webeen informed of such case by the management.

For Haribhakti & Co

Chartered Accountants

FRN 103523W

Raj Kumar Agarwal

Partner

Membership. No. 074715

Place: New Delhi

Date: September 3, 2011