Rockland Thermionics Ltd Auditor Reports

New Delhi.

We have audited the attached Balance Sheet of ROCKLAND THERMIONICS LIMITED as at 31st March, 2012 and also the Profit & Loss Account of the company for the year ended on that date annexed there to and report that:

1. As required by the manufacturing and other Companies (Auditors Report) Order, 2003 issued by the Central Government of India and on the basis of such books and records of the Company as were considered appropriate and on the basis of information and explanation the matter, we enclose in Annexure A statement on the matter specified in paragraph 4 and 5 of the said order.

2. Further to our comments in the Annexure refereed to above, we report that:-

a) We have obtained all the information and explanation, to the best of our Knowledge and belief, which 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 the examination of those books:

c) The Balance Sheet and profit & loss referred to in this report are in agreement with the books of accounts.

d) On the basis of information and explanation given to us and representations obtained from the company and taken on by the Board of Directors, we report that there are no Director of the company who as at 31st March, 2012, is disqualified u/s 274(1) of the companies Act,1956 from being appointed as a director, and

e) In our opinion, and to the best of our information and according to the explanation given to us the said Balance Sheet read together with the significant accounting policies and notes to account required by the Companies Act,1956 in the manner so required and give a true and fair view.

i. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

ii. In the case of Profit & Loss Accunt of the loss of the Company for the year ended on that date.

Annexure referred to in paragraph 1 of our report of even date.

1) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. These assets have been physically verified by the management at reasonable intervals during the year and as explained to us no material discrepancies were notice on such verification.

2) None of the fixed assets have been revalued during the year.

3) There is no inventory.

4) The Company has not taken any loans from companies, firms or other parties listed in the register maintained under section 301 370 (1C) of the Companies Act, 1956 There are no companies under the same management as defined under subsection (18) of section 370 of the said Act.

5) The Company had not given any loans to companies, firms or other parties listed in the register maintained under section 301 370 (1C) of the Companies Act, 1956. As reported earlier, there are no companies under the same management as defined under subsection (18) of section 370 of the said Act.

6) In respect of loans and advances in nature of loans given by the company the parties have been repaying the principal amount as stipulated and have also been regular in the payment of interest wherever stipulated.

7) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of assets..

8) In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits from the public under sections 58A of the companies Act,1956 and companies (Acceptances of Deposits) Rules, 1975.

9) In our opinion and according to the information and explanation given to us, there was no purchase of any items for value aggregating to Rs.50,000/- or more during the year from Companies or other parties in which Directors are interested.

10) The company has no formal internal audit system but its control through personal supervision of the management ensures reasonable internal checking to the financial and other records applicable to the company.

11) The maintenance of cost records has not been prescribed by the central Government under section 209(1) (d) of the Companies Act, 1956, for any of the products of the Company.

12) The relevant provisions of law relating to Employees provident fund scheme and Employee;s state Insurance Act are not applicable to the Company.

13) According to the information and explanation given to us, no undisputed amount payable in respect of income tax, wealth tax, sales tax, were outstanding as at 31st March, 2012 for a period of more than six months from the date they become payable.

14)According to information and explanations given to us, no personal expenses have been charged to revenue account.

15) According to information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

16) In our opinion reasonable records have been maintained by the Company for the sale and disposal of realizable scrap. The company has no by-products.

17) The company is not a Sick industrial company within the meaning of clause (o) of subsection (1) of section 3 of the Sick industrial Companies (Special Provision) Act, 1985.