Koa Tools India Ltd

The Members,

KOA TOOLS INDIA LIMITED

REPORT ON THE ACCOUNTS FOR THE YEAR ENDED ON 31ST MARCH, 2010 IN COMPLIANCE WITHSECTION 227(2) OF THE COMPANIES ACT, 1956.

1. We have audited the attached balance sheet of KOA TOOLS INDIA LIMITED as at 31stMarch, 2010 and the profit & loss account and also the cash flow statement for theyear ended on that date annexed thereto. These financial statements are the responsibilityof the company's management. Our responsibility is to express an opinion on thesefinancial 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), issued byCentral Government of India in terms of sub-section (4A) of section 227 of the CompaniesAct, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4and 5 of the said Order.

4. Further to our comments in the annexure referred to 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 purpose of our audit;

ii) In our opinion, proper books of account as required by the law have been kept bythe company, so far as appears from our examination of those books

iii) The balance sheet, profit & loss account, and cash flow statement dealt withby this report are in agreement with the books of account ;

iv) In our opinion, the balance sheet, profit & loss account and cash flowstatement dealt with this report comply with the accounting standards referred in section211(3C) of the Companies Act, 1956

v) On the basis of the 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 ;

vi) 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 to accounts in Schedule "M" thereof, give the information required byCompanies Act, 1956 in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India:

a) In the case of Balance Sheet, of the state of affairs of the company as at 31stMarch, 2010;

b) In the case of Profit & Loss Account, of the profit of the company for the yearended on that date; and

c) In the case of the 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 TO THE MEMBERS OF KOATOOLS INDIA LIMITED FOR THE YEAR ENDED ON 31^st MARCH, 2010

i(i) (a) The company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year.No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off substantial / major part of fixedassets.

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

(b) In our opinion and according to the information and explanations given to us, theprocedures of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the company and the nature of itsbusiness.

(c) In our opinion and according to the information and explanations given to us and onthe basis of our examination of the records of inventory, the company is maintainingproper records of inventory. The discrepancies noticed on verification between thephysical stocks and the books records were not material and have been properly dealt within the books of accounts.

(iii) a) The company has not granted any loan, secured or unsecured to companies, firmsor other parties covered in the register maintained under section 301 of the CompaniesAct, 1956. In view of above, clauses 4(iii) (a) to (d) of the Order are not applicable tothe Company and no further comments are made.

b) According to the information and explanations given to us, the company had takeninterest free unsecured loan from two parties covered in the register maintained undersection 301 of the Companies Act, 1956. The maximum amount involved during the year wasRs. 25.65 lacs and the year-end balance is Rs. 19.53 Lacs.

c) According to the information and explanations given to us, in our opinion, the rateof interest and other terms and conditions on which loans have been taken from companies,firms or other parties listed in the register maintained under section 301 of theCompanies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

d) In our opinion and according to the information and explanations given to us, thecompany is repaying the principal amounts as stipulated and is also regular in thepayments, wherever applicable.

(iv) In our opinion and according to the information and explanation given to us, thereare adequate internal control systems commensurate with the size of the company and thenature of its business with regard to purchases of inventory, fixed assets and with regardto the sale of goods. During the course of our audit, we have not observed any majorweakness in internal controls.

(v) In our opinion and according to the information and explanations given to us, thereare no transactions that need to be entered into the register in pursuance of Section 301of the Act. Accordingly, clause 4(v) of the Companies (Auditors' Report) Order 2003 is notapplicable to the company for the current year.

(vi) In our opinion and according to the information and explanations given to us, thecompany has not accepted any deposits from public to which provisions of sections 58A and58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975apply. We are informed by the management that no order has been passed by the Company LawBoard, National Company Law Tribunal or Reserve Bank of India or any Court or any otherTribunal.

(vii) In our opinion, the company has an internal audit system commensurate with thesize and nature of its business. The Directors themselves are implementing the system.

(viii) We have broadly reviewed the books of account relating to materials, labour andother items of cost maintained by the company pursuant to the Rules made by the CentralGovernment for the maintenance of cost records under section 209(1) (d) of the CompaniesAct, 1956 and we are of the opinion that prima facie the prescribed accounts and recordshave been made and maintained. We have not, however, made a detailed examination of therecords with a view to determining whether they are accurate and correct.

(ix) (a) According to the information and explanations given to us and according to thebooks and records produced before us, the company is regular in depositing withappropriate authorities undisputed statutory dues including provident fund, investoreducation and protection fund, employees' state insurance, income tax, sales tax, wealthtax, service tax, custom duty, excise duty, cess and other material statutory duesapplicable to it.

(b) According to the information and explanations given to us, no undisputed amountspayable in respect of income tax, sales tax, wealth tax, service tax, customs duty, exciseduty and cess were in arrears, as at 31st March, 2010 for a period of more than six monthsfrom the date they become payable.

(c) According to the information and explanations given to us and the records of theCompany examined by us , dues of sales tax , income tax , custom duty , wealth tax ,excise duty and cess which have not been deposited on account of disputes and the forumwhere the dispute is pending as under:

(x) In our opinion, the accumulated losses of the company are not more than fiftypercent of its net worth. The company has not incurred cash losses during the financialyear covered by our audit and in the immediately preceding financial 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, bank ordebenture holders.

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

(xiii) In our opinion, the provisions of any special statute applicable to Chit Fund,Nidhi or Mutual Benefit Fund / Society are not applicable to the company.

(xiv) In our opinion and according to the information and explanations given to us, thecompany is not dealing in or trading in shares, securities, debentures and otherinvestments, Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor'sReport) Order, 2003 are not applicable to the company.

(xv) The company has not given any guarantees for loans taken by others frombank/financial institutions.

(xvi) According to the information and explanations given to us, the company has notavailed any term loan during the year under audit.

(xvii) According to the information and explanations given to us and on an overallexamination of the balance sheet of the company, we report that no funds raised onshort-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, the company has notmade preferential allotment of shares to parties and companies covered in the registermaintained under section 301 of the Act, during the year under audit.

(xix) According to the information and explanations given to us, the company had notissued any debentures during the year.

(xx) According to the information and explanations given to us, the company had notraised any money by public issue during the year.

(xxi) According to the information and explanations given to us, no fraud on or by thecompany has been noticed or reported during the course of our audit.