Roto Pumps Ltd

TO THE MEMBERS, ROTO PUMPS LIMITED

We have audited the attached Balance Sheet of ROTO PUMPS LIMITED as at 31stMarch 2010 and the Profit & Loss Account for the year ended on that date annexedthereto and Cash Flow Statement for the year ended on that date. These financialstatements are the" responsibility of the Company's management. Our responsibility isto express an opinion on these financial statements based on our audit.

1. 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 misstatements 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.

2. As required by the Companies (Auditor's Report) Order, 2003 issued by the CentralGovernment u/s 227 (4A) of the Companies Act, 1956, we enclose in the Annexure hereto astatement on the matters specified in paragraphs 4 and 5 of the said order

3 Further to our comments in the annexure referred to in paragraph 2 above, we reportthat

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, except in the case of booksof Company's Foreign Branch where we have relied on the report of the Branch auditors;

iii) The Balance Sheet, Profit & 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 & Loss Account and Cash FlowStatement dealt with by this report comply with the mandatory Accounting Standardsreferred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

v) 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 subsection (1) of Section 274 of the Act.

vi) In our opinion and to the best of our information and according to the explanationsgiven to us, the said accounts read together with the Significant Accounting Policies andNotes on Accounts in Schedule 14 and those appearing elsewhere in the accounts give theinformation required by the Act, in the manner so required and give true and fair view inconformity with the accounting principles generally accepted in India,

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31stMarch, 2010;

b. in the case of the Profit & Loss Account, of the Profit of the company for theyear ended on that date; and

c. in the case of the Cash Flow Statement, of the Cash Flows of the company for theyear ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

i) In respect of its fixed assets:

(a) The Company has maintained proper records to show full particulars includingquantitative details and situation of its fixed assets

(b) The fixed assets of the Company have been physically verified by the managementduring the year in phased periodical manner, which in our opinion is reasonable, havingregard to the size of the company and nature of its assets. No material discrepancies werenoticed on such physical verification.

(c) In our opinion, the Company has not disposed of substantial part of fixed assetsduring the year and the going concern status of the Company is not affected.

ii) In respect of its inventories:

(a) The Inventory of the Company have been physically verified by the management atreasonable intervals during the year.

(b) In our opinion, the procedures of physical verification of inventory followed bythe management are reasonable and adequate in relation to the size of the Company andnature of its business.

(c) The Company has maintained proper records of inventory. The discrepancies betweenphysical stocks and the book stocks, which have been properly dealt with, were notmaterial.

iii) In respect of Loans;

(a) The Company has not granted any loan, secured or unsecured to companies, firms orother parties covered in the register u/s 301 of the Companies Act, 1956.

(b) The Company has not taken any loan, secured or unsecured from companies, firms orother parties covered in the register u/s 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanations given to us, thereare adequate internal control system commensurate with the size of the Company and thenature of its business with regard to purchase of inventory, fixed assets and also for thesale of goods and services. During the course of our audit we have not observed any majorweaknesses in internal control system.

v) In respect of transactions covered under section 301 of the Companies Act, 1956:

(a) In our opinion, the particulars of contracts or arrangements, referred to inSection 301 of the Companies Act, 1956 have been entered in the register required to bemaintained under that section; and

(b) In our opinion, the transactions made in pursuance of such contracts orarrangements have been made at prices which are reasonable having regard to the prevailingmarket prices at the relevant time.

vi) As per information given to us, the Company has not accepted deposits within themeaning of Section 58A,58AA or any other relevant provisions of the Companies Act, 1956.

vii) The Company has an adequate Internal Audit System commensurate with the size andnature of its business

viii) We are of the opinion that, prima facie, the cost records & accountsprescribed by the Central Government u/s 209 (1)(d) of the Companies Act, 1956 have beenmaintained. We have not, however, carried out any detailed examination of such accountsand records.

ix) In respect of statutory dues:

(a) According to the records of the Company, the Company is regular in depositingundisputed statutory dues including provident fund, Investor Education and ProtectionFund, Employee's State Insurance, Income-tax, Vat, Wealth Tax, Service tax, Custom Duty,Excise Duty, Cess and other Statutory dues with the appropriate authorities

(b) According to the information and explanations given to us, no undisputed amountspayable in respect of the aforesaid dues were outstanding, as at 31st March, 2010 for aperiod of more than six months from the date of becoming payable.

(c) The disputed statutory dues aggregating to Rs.57.25 lacs that have not beendeposited on account of matters pending before appropriate authorities are as under:

x) The Company has no accumulated losses and has not incurred any cash losses duringthe financial year covered by our audit or in the immediately preceding financial year.

xi) Based on our audit procedures and according to the information and explanationgiven to us, we are of the opinion that the Company has not defaulted in repayment of duesto financial institutions or banks.

xii) In our opinion and according to the information and explanations given to us, noloans and advances have been granted by the company on the basis of security by way ofpledge 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 clause 4(xiii) of the Companies (Auditors Report) Order, 2003 isnot applicable to the Company.

xiv) As the company is not dealing or trading in shares, securities, debentures andother investments, the provision of paragraph IV (xiv) of the Companies (Auditor's Report)Order, 2003 does not apply.

xv) In our opinion, the Company has not given any guarantees for loans taken by othersfrom banks or financial institutions.

xvi) In our opinion and according to the information and explanations given to us, theterm loans have been applied for the purpose for which they were raised

xvii) According to the information and explanations given to us and on an overallexamination of the Balance Sheet of the company, we are of the opinion that no fundsraised on short-term basis have been used for long-term investments

xviii) During the year, the Company has not made any preferential allotment of sharesto parties and companies covered in the register maintained u/s 301 of the Companies Act,1956.

xix) According to the information and explanations given to us the Company has notissued any debentures during the period covered by our audit report.

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

xxi) In our opinion, no fraud on or by the Company has been noticed or reported duringthe period covered by our audit report.